The Commander's Conspiracy
by Darkfyre1607
Summary: After discovering the secret to undoing a changeling's reformation, Stinger, a warrior loyal to the old ways, plans to overthrow King Thorax and restore his swarm's traditions by any means necessary. If some drones don't want to leave their new lives behind, he'll just have to show them how pathetic they've become.
1. Recruitment Drive

I cantered through the horrible shell of a hive that my old home had become. My blue beetle form fit its garish bright colors well now. I had no idea where Antenna's room was, but I remembered what he looked like. He had wings and a horn, green chitin, and a deep red shell, eyes, and tail. There were many changelings with these features, but Antenna's lithe frame, short tail, and small hooves set him out from all the other similar drones.

I shifted into a literal blue beetle and flew through the rooms of several corrupted drones. What I heard from them made me fear for my plan's chance of success. Many of the changelings that I passed loved their new forms and saw their old ways as evil. Would they regain their original personalities, even if I reversed their transformations?

When I found Antenna's room, I quietly crawled across the wall, surveying the area. The corrupted warrior was sleeping on a mossy bed in the center of his room, below a canopy of blue vines. The floor to the left of the chamber dropped down into a flat stage-like area covered with hoofprints, and the right held a rocky ledge with a collection of sheet music. I crawled to the ground and reapplied my corrupted drone form, noticing at that moment that my green transformation flames could raise suspicions, and clanked my hoof against the rocky floor. Antenna yawned, cracked his back, and slowly opened his autumn red eyes. He noticed me pretty quickly, and laughed, "Stinger, I haven't seen you in awhile. I thought you had fled the hive. So, are you finally ready to do something fun, instead of punching your dolls? I still have an opening in my choir."

Somehow he was just as smug as ever. I sighed and replied, "No, I do _not want_ to sing. I like writing scripts for plays if I'm really bored, but I will _never _sing pony jingles in front of the entire hive. I just thought you would want to hear about a discovery I've made. I found a stash of pears, out near the pony lands. I've had a few, and they taste almost as good as love. So, unless you want to trek all the way to Equestria to buy fruit, come with me and have a few."

Antenna loved the idea of devouring an entire wagon of pears; he agreed to follow me to them almost immediately. I galloped off toward the ancient hive with Antenna buzzing through the air behind me, oblivious to the trap I was leading him into. The undergrowth was becoming even worse, tripping me up as I trudged away from the swarm. I waited until I had gotten farther from the hive to shift into the form of a raven and fly with Antenna. He was still particularly talkative, and I could use information about the state of the hive, so I listened to his ramblings.

"I know you've never been that interested in eating non-meat solid foods, but the berries that have started growing around the hive are delicious! My favorites are the red berries, but the purple and blue ones are still pretty great. Some new great tasting bugs are showing up in the woods too; they taste a lot like meat."

The freaks were eating bugs now? Was that kind of like cannibalism? They did look like giant beetles…

Antenna still had a few scraps of information, and wouldn't stop talking. It was almost like he was… Nervous. "Thorax thinks that we should send merchants to sell our artwork to other creatures. I could sell a few paintings, but what really sounds interesting is traders bringing goods back from other lands. They could bring longma gems, or deer wood, or obsidian from the dragon lands!"

The fact that Antenna seemed interested in buying weapons was a reassuring sign. Maybe he would go right back to his old self when the sunstone drained him. Maybe… We were almost at the hive; I could see it from the air. I told Antenna how close we were and pointed a talon to the hole, explaining that I had preserved the fruit and hidden it at the bottom of the tunnel.

I glided over to the cocooned fruits, switched my crow disguise for my beetle-changeling form, and levitated a handful of pears as I walked up to the mouth of the entrance tunnel. Antenna saw the juicy green fruits in my blue magical aura (thankfully, while I couldn't change the color of my transformation magic, I could alter the appearance of a single form's magic) and dove down, landing next to me. He winced as his hooves touched the ground, and I took the chance to block the hive's exit with a thick covering of wax. I finally dropped my disguise and let Antenna see my violet-eyed, black, hole-filled form. I was about to explain my discovery and offer him the chance to meet the sunstone willingly, but before I had the chance, Antenna blasted me with his full power, slamming me into a wall. I would have recovered and chased the green beetle down the twisting corridors to the sunstone, but my horn had slammed into a stalactite, forcing me out of commission for over thirty minutes while I waited, curled up on the floor, for the throbbing pain to fade from my head.

Though performing even a single act of magic in the ancient hive must have cost Antenna a massive amount of energy, the autumn bug had been feasting on the love of other corrupted changelings for a year. I doubted he would be able to cast any spells again, but the cowardly beetle could be anywhere in the countless tunnels at this point. I would have to wait for him to either run out of love and revert to his true form, reconnecting to the queen's hivemind and allowing me to find him, or surrender.

I buzzed up to Spinneret as he slowly stumbled to his hooves. He opened his eyes and looked over his familiar form. Then he shot a line of wax onto the floor. "My horn, it's working again! The hunger is there, but it isn't as bad as I was expecting. We need to heal the others!"

I lowered my ears and murmured, "I've brought Antenna into the hive, but he managed to run down into the lower tunnels before I could get him to the sunstone. He won't be able to escape, and after a while, the lack of love will cure him on its own."

After a short discussion, I told Spinneret that I would capture Antenna while he trained and reacclimated himself to combat. At first, he seemed disappointed that he wouldn't get to take the first opportunity he had to fight, but after he realized that he could barely stand up straight, he yielded. He tottered into the air, still getting used to his differently shaped wings, and set off for an arena while I tried to follow Antenna's scent.

Antenna had done a good job hiding his scent trail, winding through multiple tunnels and doubling back on his path. I chased it for hours, but never managed to find the green beetle. It didn't seem like chasing him down would be worth the time and energy it would require. I would be better off luring more changelings to the sunstone while I waited for him to run out of love.

I flew up to Spinneret and watched him train. He wasn't as strong as he had been before, yet, but his skills were rapidly recovering. He had animated a beautifully shaped wax mannequin with the features of a unicorn and was dodging its weak magical bolts while slowly weaving closer to it, throwing magical bolts of his own. Soon the mannequin turned to run, allowing Spinneret to lunge down and bite into its neck. I could see a few missed opportunities to use a shield or utilize better aim, but Spinneret had never been a legendary fighter, and he hadn't had a fully functional horn for a year.

I slept on top of the cocooned prisoners again that night with Spinneret, after blocking all of the chamber's entrances. I doubted that Antenna would have the courage to attempt any kind of sabotage, but there was no harm in being cautious.

The next morning I set out to the corrupted hive to find another changeling to lure back, leaving Spinneret to train and guard the prisoners. I didn't use my corrupted form around the love-poisoned changelings, fearing that they would notice if a blue changeling with purple eyes was seen around too many beetles who suddenly disappeared. I created a body similar to Antenna's, with dark green chitin and red eyes, and both wings and a horn.

I had no idea of which changeling to cure next. I had never had many relationships with others, and all of the beetles that I passed appeared to be completely loyal to Thorax. I buzzed in circles through the hive's now unfamiliar passages, wondering how to choose a target, when I came upon something that immediately answered my question.

After searching through the halls for hours, I came upon a nursery. Each egg inside had a beetle-changeling giving it massive amounts of love. I waited until the caretakers left and took a clear look at the clutch. Each egg was the same slime green shade as a normal changeling egg, but the things that I watched hatch from them looked like they had been horribly mutated. They had the same neon colors as other bastardized changelings, the same soulless eyes, and the same weird, fangless snouts, but otherwise seemed almost like proper grubs. I watched the nursery's caretakers race into the room and flood the poor creatures with far too much love. I pitied the monstrous grubs as I hid behind a stalactite and watched their smothering guardians carry them to another room, probably to indoctrinate them with love-sharing propaganda.

Rescuing eggs was the perfect strategy to start curing the hive! They would never get the chance to learn Thorax's twisted beliefs, so they would have no reason not to accept their true forms, and once they had been cured by the sunstone, they would be immune to love-poisoning! But if the queen was gone, where were the eggs coming from? Thorax was definitely male, so who was taking the queen's role? I watched a number of female changelings trot into the nursery and almost vomited as they laid small clutches of around 4-5 eggs. _Drones _were laying eggs! The caretakers weren't caretakers, they were _parents! _Changelings were wasting huge amounts of their time _raising nymphs! _Sweet Chrysalis, were they forming nuclear families as well? This was disgusting!

Once the parent-drones had left the nursery, I darted down and selected seven eggs, teleporting them next to my pile of prison cocoons. I chose one egg per pile, picking the first for its large size, the second for its thick swirl-markings, the third for the liveliness of the grub inside, the fourth for its hard shell, the fifth for its dark color, the sixth for its oval shape, and the seventh for its positive response to my touch.

The first action that I took when I returned to the hive was to inspect the eggs. They didn't appear to have been damaged by their journey. Then I transfigured some rocks into training dummies. When these eggs hatched, I would try my best to copy the normal nymph-training routine. It wasn't too complicated, all that I needed to do was give them daily feedings, or better yet, leave a few prisoners in their chamber so they could learn to feed themselves, and have them practice shapeshifting and combat. Their final test was already part of the queen's hivemind and most of the training simulations I had taken part in were easy to set up. All that I had to do was send the nymphs orders to practice shapeshifting and fighting and learn basic information from the hivemind, set up invasion simulations, and make sure that they ate. Once I had more fully grown changelings in my tiny swarm, we could give out nursery duty to a random drone each day, just as we had in the old hive.

Spinneret had completely recovered his old skills in the few weeks that it took for the eggs to fully develop. I was sparring with him, just about to land a finishing bite to the neck, when I heard chirping in the cocoon-room. We anxiously turned, slunk through the wax-blocked entrance and met the sight of seven neon-colored grubs. There was a red grub with wings, a horn, and purple eyes, a purple grub with green eyes, wings, and no horn, a green grub with wings, a horn, and purple eyes, a bright blue grub with a horn, no wings, and orange eyes, a yellow grub that resembled a corrupted Spinneret, with wings, a stunted horn, and orange eyes, a white grub with wings, no horn, and grey eyes, and a dark grey grub with no wings, a horn, and blue eyes.

Spinneret carried four grubs while I carried the other three. We flew down lower and lower into the tunnels, while the grubs became more and more lethargic, beginning to show darkened faces, pitted legs, and bleached bodies. I took this as a good sign and continued on my way to the sunstone. Spinneret seemed more apprehensive than me, but he would see that there was nothing to fear.

We reached the stone soon, and I pushed the grey, blue-eyed grub into the sunstone first. His body burned just as Spinneret's had, leaving behind a perfectly normal changeling grub. With his icy blue eyes, he looked like he had never been afflicted by love-poisoning at all. I shoved the white hatchling forward next, leaving him almost normal, with only a grey shell, set of wings, and pair of eyes to set him apart. Finally, I came to Spinneret's doppelganger. He came out seeming like a grub version of Spinneret with a slightly bulkier body.

After seeing the healing process carried out perfectly, Spinneret smiled proudly as he levitated his four grubs up to the stone shards. They all came out beautifully. We carried them into a room that Spinneret had noticed could only be accessed by opening a specific hole, and led into another chamber that we had filled with training dummies and reflective surfaces, leaving a cocooned prisoner in the room with them.

While I was flying back to the training room, I noticed a strange bright-green substance on the ground below me. I dropped to the floor to inspect it and realized what it was. It was changeling blood, almost definitely Antenna's. His legs must have begun to regrow their holes. He had wasted a huge amount of magic fighting me off and had probably tried to use his magic to escape the hive since then, but I hadn't expected his body to revert this quickly. I could see a trail of blood leading down the corridor.

While I followed the Antenna's trail, I wondered what Antenna would look like when I found him. I had started to return to my true form when I began to run out of love, but I hadn't gotten far into the transformation before I had reached the sunstone. Perhaps now he would see the quick return to his original self as the mercy it was.

Antenna's blood splatters ended in a large chamber. It was filled with forests of stalactites and stalagmites, creating hundreds of places to hide. I hovered between the spires of rock, searching for the green beetle. His voice echoed through the chamber, "Why are you doing this? Why would any changeling _want _to be starving again? Thorax gave you a chance to be free, to not be forced to fight for food. How could you want to be a slave to Chrysalis?"

I tried to follow Antenna's echoes, stepping forward as quietly as possible while projecting my voice to the opposite side of the room. "We were never just slaves to Queen Chrysalis. So long as we didn't contradict her orders, she let us act the way we naturally did, and spend our time off in any way we wanted. She was our mother, she protected us! The thrill of battle, the taste of love, the power a changeling holds over anything that isn't a changeling, nothing Thorax can give can replace them! Thorax outlaws anything that doesn't fit his peaceful standards. Yes, he promises unlimited love, but it comes at the cost of every bit of strength you have, and sometimes even your _appendages! _Life under him is empty and meaningless! You were a great warrior, even if you were a braggart, let me heal you; I've captured enough prisoners to feed fifty changelings, and you can be a warrior again! You can have a purpose again."

I heard Antenna buzz out of the chamber and tried to follow him, but he was long gone by the time I had managed to trudge through the maze of stone columns. He had either realized how I had found him the first time or finished regrowing his hole pattern, so I could no longer track his blood trail, and he smelled so much like a true changeling at this point that his scent melted into the ocean of ancient changeling musk.

I climbed into a sleeping hole in the prisoners' room and slept. Spinneret had settled down to sleep before me. Tomorrow, I would bring back another batch of changeling eggs and scout out any disaffected beetles in Thorax's hive. Spinneret would take the next batch. In a few months, we would have a modest hive, but I still hoped that I could cure at least some of the adult beetles. I knew that I could convince Antenna to heal himself, I only needed to remind him how wonderful the joy of battle was. He was terrified of the hunger, but it would only be a slight ache. He was a decent warrior; he didn't deserve to live as a weak, powerless bug.


	2. Reconstruction

As I flitted through the halls of the hive as a garish green changeling with purple eyes and a hideous plum-colored shell, I searched for any signs of discontent in the beetles around me. No one was obvious enough for me to detect, so I simply continued to a nursery. It was piled with so many eggs that their mounds seemed as tall as the stalagmites around them. I ducked behind a twisted rock and waited for the eggs to be soaked with love, hissing under my breath. Then I jumped down to the eggs and chose twenty-one. I teleported them to my makeshift hatchery as quickly as I could. It felt like I had ripped a piece of my old world out of Thorax's grasp with every burst of green magic. I kept going until I heard hoof-steps nearing the room, and then shifted into a beetle and raced out into the corridor.

I chose a random set of rooms, burrowed behind a curtain of vines, and took the form of a bat. Then I sat and listened to the beetles in the chambers around me. I heard a high voice blathering on about how wonderful the latest potluck had been. I listened to a mid-range voice hum while a quill scraped over a piece of paper. I covered my ears as well as I could with my clawed wings as a piercing voice shrieked out a soprano solo. I was about to give up and set out for a different area when I finally noticed something promising. I heard grunts and thuds echoing nearby. I judged where the sounds were coming from, retook my beetle disguise, and flew after them.

When I finally latched onto a patch of moss on the chamber's wall, I looked down at the place I had flown into. It was a training room, with a massively high ceiling, round design, and rows of animated training dummies. The chamber's occupant was a pink beetle with milky white eyes, a pearl-white shell, and no horn. She was jetting between a mass of dummies, biting and kicking them to the ground. For a beetle, she was fighting impressively well-clearly enjoying what she was doing. If I could lure her to the hive, she would probably delight in retaking her true form, especially because of her lack of a horn. How could any changeling live with no connection to magic? How could she write, or eat, or even _pick objects up_!? I was planning a way to lead her to the new hive when she heard a voice. Soon she was trotting off with a male beetle with green chitin and purple eyes. At least I had heard her name: Mandible.

I couldn't risk waiting in Thorax's territory any longer, so I fled soon after. Despite my failure to capture Mandible, my journey home was filled with pride. I had identified a potential renegade beetle, captured twenty-one eggs, and made it through Thorax's hive without being caught. If there was one renegade changeling, it was incredibly likely that there were more.

I walked down into my hive, uneasily noting that the training room was suspiciously silent. I reached out through the hivemind, finding that Spinneret was unconscious. I took the form of a tiny chameleon and crawled into the training room, finding the architect plastered to a wall in a horribly misshapen cocoon.

Antenna was quickly regaining his power, but he was probably still frail. I could see shards of green chitin trailing across the ground, giving me a useful path to follow, but I already knew where he was going. I raced to the exit tunnel, breathing a sigh of relief when I saw that my wax covering was still intact. Then I crawled into a nearby hole and waited for Antenna to come to me.

I heard Antenna's steps as he quietly neared the entrance. I hissed under my breath, tracked his steps, and let a burst of wax blast out of my horn. I screeched in frustration as his indistinct form dodged out of the way and hid in a network of short tunnels. I blocked off the tunnel exits with wax, and called out, "You can't escape, there's no way you have enough magic left to cut through my wax. There are battles coming; I know you'll want to fight in them. Just surrender and let me help you!"

Antenna's rasping hiss of a reply came quickly, "I will not _surrender. _I will not let the _hunger _back in. I will not go back to _risking my life _every time the queen asks me to. Most of all, I will not _lose _to _you!"_

With those words, Antenna blasted through my hastily constructed barrier and jetted away, I could see the black and green blur scraping against the tunnel walls, ripping massive pieces of green chitin off of his left side. He was already practically a changeling again, and his motivations for staying as a beetle were disintegrating. He claimed not to want to fight again, yet he had just attacked Spinneret, and still valued victory just as much as I did. His only real problems were fear of hunger and fear of death, but changelings were virtually unkillable, and he would acclimate to hunger quickly. I could always tell him about my experience with death if he was truly so afraid _after _I had forcefully converted him. I couldn't believe that I had let him escape _three times!_

While I was prying Spinneret out of Antenna's green and blue patchwork cocoon, he asked me what had happened. "Antenna's beetle shell is falling apart. I got a glimpse of him, and he's almost a changeling again. He's still afraid of the hunger, though. And he's lost all confidence in himself. He thinks he'll die in battle if he becomes a warrior again."

Spinneret lowered his eyes to the wax surrounding his lower body, and whispered, "It makes me feel like a cowardly dung-beetle, but I know how he feels. After Carapace died, I was terrified. You two are the strongest changelings that I've ever known. If one of you could just suddenly disappear…" His eyes seemed to shine, and his jaw twitched, "It took me a while, but I snapped out of it when I realized that what happened to Carapace was like being struck by lightning. In the millennia of recorded changeling history, more changelings have died in magical accidents than have died in invasions. The largest number of changelings to ever die in battle fell defending their _own _home from the deer. Antenna just needs to learn that there's nothing to be afraid of."

The next day I set out to the hive to capture Mandible. I wouldn't let another changeling spend one more second without its true self because of my weakness or laziness. I took the form of a red beetle, flew down to her room, and knocked on the wall with the flat of my hoof. As I heard my target buzz up to me, I put on the most vacuous expression that I could, and as she opened her room's entrance, I asked, in the highest voice possible, "Hi Mandible! I found some strawberries growing in a patch near the pony lands! Do you want to fly over there with me and help me bring some back to the hive? I think they'll be great for our next potluck!"

Mandible smiled, struggling to hide an exasperated expression (I had probably caught her in one of her training sessions) and saccharinely replied, "Sure! I just finished memorizing my lines in the next play, so a chance to get out of the hive sounds great."

As we flew, I decided to try and get information about the green male that I had seen Mandible speaking with. "So, who was that green and purple changeling I saw you with?"

Mandible chuckled under her breath, "He's Rostrum, he's my best friend. He has been since we fought together before Thorax took over. I've had a few grubs with him, but I don't really know what to do with them. They're in his room right now. King Thorax says that we should take care of them and teach them, and give them constant love, but I'm not very good at that. I don't really like being a caretaker, constantly trying to do things for someone else just makes me... Miserable. But I guess I'll just have to get used to it, right? Ha ha ha…"

Thorax was a complete idiot. Young changelings only took a few months to mature and were extremely intelligent. They did not need to be taken care of! Even if metamorphosed nymphs took slightly longer to grow, they still only needed to be fed in the very beginning, and then they could be left on their own and given instructions to learn. A system of parenting only made nymphs less independent and wasted changelings' time.

Soon we neared my hive, and I slowed down, positioning myself behind the white-eyed beetle. As we neared the cliff marking the hive's entrance, I pointed to a nearby bush and told her that the strawberries were growing nearby. While she searched, I opened a small hole in the entrance's wax seal and called, "Hey, I think I've found the bush!"

When Mandible pushed through the bushes and saw the huge mass of uncorrupted changeling wax, her shock caused her to freeze long enough for me to cocoon her wings and shove her into the tunnel. I re-sealed the entrance and stood on the ceiling, dropping my disguise. The pearl-shelled changeling had managed to rip my wax from her wings and leap into the air, a hoof raised to strike.

I ducked away from the first strike and aimed a bite for the pink beetle's neck. She dodged my fangs by a centimeter and threw me off of the ceiling with an uppercut. I dove down into the air and blasted a bolt of wax at her head, only for her to gracefully twist out of the way and dive at me. I summoned a shield to block a buck and converted the plane of green magic into a pair of manacles, flipped the steel-eyed bug, and barely missed a wax shot at her face.

Mandible jetted up into the air above me and stomped me into the ground before I had a chance to summon a shield. This changeling may not have had access to magic, but she was clearly a master of close-range aerial combat. I coated my body in flames, driving her off of my back, and released a wide cone of fire as she charged down at me. She shrieked in pain and regained her place in the air as I crouched and waited, covering myself and the area around me with a green inferno. She shifted into an impressively large dragon and charged me again, and I was barely able to roll out of the path of her dagger-like claws. Then, rather than summoning fire, I launched a bolt of lightning at her chest. She shrieked and returned to her beetle form, leaping up and chasing me through the air, not giving me enough time to turn and cast a spell. I dove down into a circle, and, taking my tiny window of opportunity as she flew parallel to me, shot her point-blank in the chest with a blast of wax, cocooning everything but her head.

I landed, panting, and said, "I'm not trying to hurt you. I've found something incredible, something that can turn you back into a real changeling. Something that can give you your horn back! I'm trying to rebuild the old hive, but I need more changelings to do it. If we work together, we can put everything back the way it was: we can dethrone Thorax! No changeling will have to ignore its instincts and live without the joy of battle. No changeling will have to spend its time _raising nymphs. _We'll all be ourselves again."

Mandible didn't speak during our journey to the sunstone, but when I turned back to her, I could see the apprehension in her eyes. Like the others, she most probably feared the return of her hunger, but I didn't know much about her, and there were several variables in her life that I couldn't understand, so she could have many other attachments to her current life. Her mate, for one. Their relationship didn't sound like a truly romantic one, but I had never understood how those bonds were different from those of normal friendship anyway. They would return to being normal close squadmates once they regained their true forms, what if that was what she was afraid of? And what of her grubs? But that didn't really matter. Once she had been cured, she wouldn't care about nuisances like romance anymore, and she already saw her grubs more or less the same way she had seen the queen's own. As long as I could get her to the stone, there wouldn't be any problems.

Soon, we landed near the altar. Mandible was awed by the shattered stone and the intricate carvings above it, but her awe couldn't completely hide her fear. She had frozen in place and was staring at the stone like it was the eye of a basilisk, ready to open and kill her at any second. Knowing that she could snap and run at any time, I raised a hoof and pushed the pink changeling into the stone's range. Much like Spinneret, she exploded into green flames, but unlike Spinneret, she managed to stay conscious for a bit longer. She was whimpering, "What if this is the wrong decision? What if I could have grown to love the nymphs? What if Rostrum doesn't want to change back?"

I awkwardly attempted to comfort the burning beetle as her pink chitin melted to a coal-black, "Rostrum will change back eventually; once we have a large enough army and find the queen, every changeling will change back. Your nymphs will be much better off being raised by the hivemind: it will help them grow into powerful changelings that you'll be proud to fly to battle with. You can have nursery duty if you want. It'll just be feeding them and giving them instructions, but you'll get to watch them develop."

After she closed her eyes and calmed down, Mandible's transformation finished far more quickly. The last part to come in was a long, beautifully curved horn. I lifted his now black, hole-filled, thick-fanged body and placed it near the prisoners. I watched him stretch in his sleep, and lovingly rub his horn against a hoof.

While Spinneret set off to collect eggs, information on Rostrum, opportunities to extract Mandible's grubs, and other possible renegade changelings, I watched over Mandible and our swarm of grubs. Spinneret's miniature doppelganger was exploring the boundaries of the room and the blue-eyed and grey-eyed grubs were dueling, jabbing at and blocking each other with their horns. Many of the other grubs were searching through the hive-mind for information or hissing at each other. I decided to send them a story to entertain them. I called it The Price of Peace.

Once there was a colony of ants that was known by all the bug colonies of the forest for its strength and ferocity. Its members did not eat fruit, they ate their enemies. All of its members, even the nurses, workers, and builders, trained relentlessly, and every week, they would invade an enemy nest to bring home their food. They lived happily for many years until one ant decided that it did not want to fight and that the colony could gain its nutrition by eating the tissues of other members of its nest. It convinced many of the other ants to try and live this way until it gathered its followers and drove the colony's queen out of the nest.

After the raids stopped, the colony languished in boredom. They stopped training and spent their time on pointless pursuits like positioning leaves and drawing pictures in the dirt. All the while, the ants were growing weaker as they devoured each other. Several groups of ants fled the colony, taking as many eggs as they could find with them, and started their own new nest. They tried to convince others in the nest that the new ways were insane, but only a few listened. Eventually, a colony of fire ants decided to attack, and the entirety of the weak original colony was destroyed. However, those who had seen the errors of the new ways and continued their raiding and training were able to easily defeat the fire ants and lived on.

When I finished my story, I saw all of the grubs staring directly at me. Soon after, they turned back to each other and began passionately sparring, exploring the chamber, searching through the hivemind for information, and trying to levitate rocks.

I trotted out of the nursery and levitated a rock. I was the closest thing to a commander here, so I would need a set of armor. I transfigured the wax structure into a sheet of deep blue metal large enough to form a helmet and backplate. I would head to a forge to begin working on it once Spinneret returned.

I had summoned a typewriter and began working on a play to use to inspire rage against Thorax when I heard the buzz of changeling wings. I hid the machine and transformed into a rock while the sound came closer. I watched as a mottled green and black head peeked out from behind a wall, and slowly crept towards the nursery. He looked worse than I had imagined: like a Frankenstein's monster of flaking chitin, half-grown fangs, bleeding holes, and shriveled wings. He crept up to the nursery, and as he reached out to open the entrance, I burst out of my disguise and cocooned his wings. As he growled, spilling foam onto the ground, I trapped his legs and horn.

He rasped while I flew him down to the sunstone, begging, "Please, just share a drop of love with me! I don't want to change! I want to go home, and sing, and dance, and never have to worry about ending up like Carapace. Please! Just, please…"

I clenched my teeth into a grimace and whispered, "What happened to Carapace was a one in a million tragedy. There is practically no chance of you dying in anything like the disaster of the Canterlot Invasion. Living like Thorax wants you to is putting you in far more danger. What do you think will happen if a dragon, or a bugbear, or practically anything even slightly dangerous attacks? We didn't defeat the maulwarf, it defeated itself. The second something powerful and more intelligent than a dog comes along, hundreds of changelings are going to die. Two-thirds of you beetles are crippled, and even those of you that aren't missing wings or horns rarely practice combat magic and sparring. You won't stand a chance."

By the time I finished my speech, I had reached the sunstone. Antenna looked at it and whimpered. "No.. Please! NO!"

I threw him down before the altar and watched him burst into flames. His fangs and holes finished growing, his fins regenerated, his shell sealed up, his wings snapped into place, and the last shards of green burned away. If the fears shackling him to Thorax's hive were similar to those of the other beetles, I knew exactly how to bring him back to his original self, and exactly how to restore most of the hive. It would require a large amount of preparation, but once the grubs were fully grown, I knew that we could pull it off.

I cocooned Antenna's wings, legs, and horn and left him in a sealed-off room. Then I walked down to the nearest forge. I lit the fire, filled the reservoir with water, and held my sheet of metal over the flames. Once it began to glow red, I separated it into two molten pieces and carefully shaped it into a standard helmet and a body piece. As I dipped it into the cold water, I knew that it wouldn't be a perfect set, but it would perform its function.

Spinneret returned to the hive to find me in my new armor. He nodded and said, "Once more changelings join us, we'll need a leader. You're the reason any of us are here, and you're the best battle strategist we have. You should be the commander."

I paused, and finally told him, "Actually, you'll be in command for a few months. Thorax's hive alone would fall _easily, _but he has Equestria on his side. We need to understand its magic if we want to defeat them. I'm the best actor out of the two of us, and we can't trust the recently cured changelings. I'm going to learn everything I can from my prisoner, Brass Heart, and then I'm going to infiltrate Celestia's school for gifted unicorns. It should take about nine months, and after that time, if you keep liberating beetles and capturing eggs at a steady rate, we should have a big enough army to stage an attack on the corrupted hive. If we disguise ourselves as longma and show them how vulnerable and pathetic they are, most of the hive will be willing to leave, and then we can get thousands, maybe hundreds of thousands of changelings to join us!"

Spinneret ground his teeth and then calmed himself, "If you think you can really pull it off, I'll do it. I can keep bringing back eggs, and I can recruit more changelings. But it's a school, so you can leave on weekends. I'm not a leader, I don't think I can keep control for nine months without you."

After making arrangements with Spinneret, I started to read spells from Brass Heart. He had memorized his spells impressively. I managed to download a dictionary's worth of magic to the hivemind. After downloading, I would practice with him. He was a skilled practitioner. Events were moving on smoothly until the day that I memorized the weather-changing spell.

I walked into my training room, released Brass Heart from his cocoon, and lit my horn as he stood up. I drew upon the next spell in his collection of memories, the weather-changing spell. I was supposed to point my horn, focus on the type of change I wanted, and recall a strong memory of that kind of circumstance. I released the pony and ordered him to stand at my side and demonstrate. He walked up and carried out the process perfectly, summoning a rain-cloud. I copied his technique and succeeded in forming a hail-cloud.

After proving that I was capable of the magic, I smirked and asked Brass Heart if he wanted to duel for a roasted rabbit. He smiled and readily took a battle stance. Just as with meat, my thrall had become accustomed to the thrill of combat. He would have made a good changeling. I let him strike first, watching him summon a small thundercloud in front of his horn and blast a powerful bolt of lightning at me. I dove out of the way, summoned my own cloud, and returned a barrage of hail. When he deflected my ice shards with a burst of wind, I used the opportunity to open a rain cloud above his head, drenching him and clouding his vision. Then I knocked him out with a blast of lightning.

After I had returned Brass Heart to his cocoon to rest, with a carefully cooked rabbit haunch within his reach, I received an alert from Spinneret. Antenna was waking up. I flew down to Antenna's cell and watched with Spinneret and the recently woken Mandible as Antenna groaned and pulled himself to his hooves. He saw his hole-filled legs and immediately tried to share his love. He pushed himself to such an extent that his mass of pink love was clearly visible against his chest, but he couldn't eject it. Once he had given up, he sobbed and asked, "What are you going to do to me?"

I kneeled down and replied, "Nothing. You can't leave the hive, but we won't force you to do anything. We'll let you go change back to your old self on your own."

Antenna stumbled down to his old sleeping hole and sulked, examining his restored form. That familiar sulkiness gave me an amazing amount of hope for his recovery. Still, I utilized the anti-teleportation warding spell that I had recently learned, ensuring that he couldn't warn Thorax or return our eggs. It would be reapplied daily until he proved his loyalty.

The next day, since Antenna was no longer a threat, Spinneret, Mandible and I flew to the hive to retrieve Rostrum and Mandible's grubs. As I passed the entrance, I warded it to prevent Antenna from leaving. Spinneret and I took on the forms of a red beetle with a horn, wings, and purple eyes, and an orange beetle with a horn, wings, and green eyes. Mandible took his own beetle form. He began to gaze around nervously at the neon changelings leading up to the hive, but he calmed down after a yellow beetle with pink eyes flew over to us and chittered, "Hi! Are you guys coming to the feelings forum today? We're going to learn about focusing our positive energy. It'll be great!", without noticing that Mandible had been gone for almost a week.

He easily spotted Rostrum and flew over to him, crying, "Rostrum! These guys showed me the greatest spot for collecting fruit! I just camped out near some amazing berry bushes. You have to come and try them. Bring the grubs, they're going to love them!"

In a few minutes, the male beetle returned with three grubs, a purple grub with orange eyes and both wings and a horn, a pink grub with green eyes and only wings, and a green grub with purple eyes and both wings and a horn. Mandible carried two, and we flew down to the new hive. I listened to the two squadmates' conversation on our way.

Mandible closed her eyes and asked, "Did you finish that painting of your crocodile form?"

Rostrum smiled and chirped, "Yep. It looks great. I can show it to you sometime! I got the lunge just right!" He looked back at me and Spinneret, so we huddled together and pretended to be in a passionate discussion of different flower scents while he whispered, "It reminds me of the old days. Maybe one day we can use some of the dummies in your room to reenact a few of our old battles."

We reached the hive's entrance in good time. Mandible landed in front of the tunnel, shielding it from Rostrum's view, and pointed to a bush in the distance. Once the green beetle turned its head away from us, Spinneret and I dropped our disguises and cocooned him.

Mandible kept his beetle form on while we carried Rostrum down to the sunstone. He said that he wanted to explain the situation to his squadmate and try to make the experience as positive as possible. At least he knew that the rest of his family would be fine with the change. His three grubs didn't seem upset to be carried in my magic; they barely noticed the green coloration.

We cured the grubs first. Spinneret let them roll around and explore their new forms while I released Rostrum's head from his cocoon. He groggily opened his eyes, and then whimpered as I pushed him up to the altar. He gazed around at his surroundings and gasped in fear when he saw me in my true form. He panicked and began thrashing as the green flames started to consume him, but froze when he saw Mandible and curled up, allowing the transformation to finish. Mandible picked up his grubs and carried his squadmate to the nursery to recover, gently lifting the plum-shelled warrior.

I caught Antenna watching Mandible as he carried his squadmate. He was pacing on the ceiling, bored of trying to sing with his much more raspy voice. He wasn't happy about our new acquisition, but he didn't seem ready to try anything stupid. I'd expected to see resentment in his red eyes, but what I found seemed to be sadness and pity.

I returned to my lessons with Brass Heart, coming close to the end of his spell repertoire, until Rostrum began to wake up. I flew down to the nursery with Spinneret, we disguised ourselves as stalagmites, and we watched Mandible take his beetle form and step over to the rising changeling. Rostrum looked down at his hole filled legs and flinched, then he looked up to the white-eyed supposed beetle before him. "Mandible? What happened? Where are we?"

Mandible smiled and burned away his disguise. "You're a warrior again, Rostrum. You don't have to worry about Thorax or anyone else shunning us for sparring anymore. And you can paint a battle scene whenever you want to. If you want, we can go out right now and hunt a few ponies."

Rostrum's eyes started to shine before he reached up and embraced his squadmate. Spinneret and I looked at each other, popped back into our normal forms, and watched the two fly into a training room. Just as we turned to go and spar ourselves, I noticed Antenna standing at the edge of the chamber, looking shocked and confused. He saw me looking at him, started to talk, but then flew through a hole and disappeared.

We chose a training arena that resembled the room I had used as a beetle. I stood across from Spinneret, laughed, dug my hoof into the ground, and listened to Spinneret's call, "I've been training for months now. Let's see if my work is enough to bring down my new commander!"

I took the first shot, attempting to cocoon Spinneret's wings. He jumped into the air and out of the way, coated himself in green fire, and charged at me. I summoned a shield, let him make contact, and pushed him into a wall. I began to cocoon his legs before he summoned an explosion of magic and buzzed around me, attempting to aim a blast at the back of my head. I ducked out of the way, turned, and stabbed at his belly with my horn. I grazed him as he rolled to the side, and chased him through the air, hurling blasts of wax at his wings. He dodged for a while and then attempted to spin back around and counterattack. I blocked his magic, sheathed myself in emerald flames, and slammed into him. He held me back by the horn while I bit down at his neck, but he couldn't keep my fangs far enough from his throat. I held my jaws shut around his trachea until his arm slackened, allowing me to cocoon him.

I released Spinneret and held him up as he repaired himself. He panted out, "I held out for quite a while, didn't I? I'll bet Mandible fell in half the time!"

Soon, I mastered Brass Heart's final spell. I drew in his knowledge of the foul luck hex, transfigured a rock into a squirrel, and watched him apply it, causing the grey-furred rodent to trip on multiple rocks and pull on a loose area and fall from the ceiling. Then I stood across from him, offering him the squirrel for a battle with me. He gleefully grinned and readied his horn.

I aimed a clean shot at the brown stallion's chest, only for him to block it with a golden magical shield. He had grown much stronger from training with me: stronger than I had believed a pony could become. In my surprise, I stood still long enough for him to land a blast of his own. I readied my next shot, only for the squirrel that I had transfigured earlier to jump onto my face. I hissed and tore at the creature, and was blasted onto my back by a golden projectile. I shook myself to my hooves and prepared a wax shot, but another one of Brass Heart's beams caused it to backfire, cocooning me.

I woke up to Brass Heart pulling me out of my cocoon. Oh… This was embarrassing. I hissed and bit into my tongue in shame. That was one of the stupidest mistakes I had made in years! A nymph could have performed better! It appeared that I still had a problem with underestimating my opponents. My successful attempt to shoot down the squirrel that had led to my defeat proved that the hex had worn off. I looked at Brass Heart in an entirely new way as he readily devoured his squirrel. Maybe I could somehow make use of him in battle. Perhaps the spells I would learn in the Canterlot Academy would be useful in that regard.


	3. Behind Enemy Lines

Spinneret, Mandible, and Rostrum watched me set off on my journey to Canterlot. I wore my set of royal-blue homemade armor: a slightly dented helmet that covered my cheeks, brow, and head, and a faintly warped backplate that covered my purple shell, sides, and belly, securing itself in place by wrapping around the base of my neck. I climbed up the vertical tunnel to the surface, looking back at the changelings in the broad entrance behind me and noting Mandible and Rostrum's hopeful gazes, and the anxious but determined expression in Spinneret's orange eyes. As I turned to the shallow maze of tunnels behind my allies, I noticed that Antenna had come to see me off. His fangs were clenched, and his red optics were smeared with fear. I knew that he wanted to run back to Thorax, but he would change his mind once he grew bored enough to practice with the training dummies. I suspected that his interest in dancing came from his need to satisfy his battle-instincts, and true combat would be far more entertaining than such a shallow imitation. Even if the call of his own bellicose nature wasn't enough to help him purge Thorax's toxic ideas, seeing firsthand how weak and vulnerable the beetles were in my planned invasion would convince him.

The ground seemed to pass under the wings of my grey bat-pony form far too quickly as I soared through the skies to Canterlot. I could barely stand the idea of living with _ponies _for five days a week _for nine months. _I had only grown to like Brass Heart after removing the aggravating innocence and sanctimoniousness common in his kind. I let out a reflexive hiss upon imagining myself surrounded by the vile creatures, fending off welcome hugs and friendship parties. At least I had grown used to dealing with annoyance during my time in Thorax's hippie hive.

I felt my heart slam against my chest when Canterlot came into view. Carapace and hundreds of other worthy changelings had died here. The cozy apartments, lavish shops, and grand domes all served as reminders of the brutal death of one of my closest friends. I needed to be meticulously careful. I landed in a dark alley and took the form of Sapphire Scorch, before walking out into the street. I scanned through the posh unicorns until I spotted a group of ponies that seemed like students walking out of a bookstore with great stacks of leather-bound tomes balanced in their magical auras. I walked up to them, smothered my bitterness, and stammered, "H-hi. My name's Sapphire Scorch. I'm looking for a friend of mine, she's a senior in Celestia's School for Gifted Unicorns, do you know where she might be?"

One of the three young unicorns looked out from behind her cargo and cheerily replied, "The seniors usually study in the library, even before classes start. Your friend will probably be there this close to the school year. I'd check there first."

As I walked up to the library, I couldn't help but feel impressed. It was a huge building, pure white and topped by a plum turret, with stone dragons guarding its entrance, stained-glass windows depicting great unicorn mages locked in epic battles against hulking monsters, and topaz phoenixes perched on its turret's ledges. I climbed its marble steps, slunk inside, and snuck into the bathroom. After I had made sure that no pony was inside, I burned away my blue stallion form and replaced it with that of a chameleon. It was time to pick a target, preferably a pony that had few friends to notice a sudden change in habits. Even after reading my victim's mind, my performance wouldn't be absolutely perfect.

I crawled across the ceiling, picking up the voices of the ponies below. I wandered from group to group, until I came across a stallion reading alone in a dark corner. He was a grey unicorn with a black mane, blue eyes, and a broken watch cutie mark. I watched him cover his ears at the sound of an annoyingly loud laugh from a nearby table, and then mutter, "Don't these idiots know how important this year is? I guess they'd all rather have fun making friends than focus on their future careers. Most of them probably won't finish the year. They'll see where laughing about Ragweed's latest gossip gets them when I'm the most powerful time-mage since Starswirl the Bearded and they're all living with their parents trying to get posted in some hick town like Manesville.

The grey unicorn appeared to be the perfect target. He was a senior, he had no friends, and he was already hostile to other ponies, so no one would notice my natural disgust for them! I jumped down onto a bookshelf and climbed down to the ground, nestling myself in the stallion's saddlebag. Now, all that I had to do was wait for the unsuspecting student to bring me directly to his dorm-room, where no one would be able to see me cocoon him.

The unicorn was surprisingly gentle with his bags, providing me with safe transport to a closet-sized room with plain, grey walls, a bed on raised stilts with a desk beneath it, and a shelf of spellbooks. I waited to be set down on the desk, poked my head out to watch my target climb into his bed, and dropped my disguise once he began to snore. I quietly buzzed up to his sleeping form and cocooned him before he had a chance to cry out, then I pulled a traveling case out from behind his desk and rolled him into it. Next, I searched through his bags, finding his textbooks, room keys, meal card, and schedule, and loomed over his comatose form, lighting my curved horn in a toxic green glow while grinning with pride.

I learned that the unicorn's name was Frozen Time, that he had dropped contact with his parents to prove that he could survive on his own, and that he was obsessed with time spells. His ultimate goal was to invent enchantments that could freeze time and travel to different timelines. He had treated others as mere distractions for most of his school career and didn't even know the names of most of his classmates. Finally, I took on his form, locked his cocoon in my new traveling case, and warded it against being opened by any non-changeling.

After securing my new identity, I had two weeks to acclimate to my role before classes began. I started by reading through the books I had found in Frozen Time's room. Most of them contained spells that I had already learned, like the object to object and object to creature transfiguration spells and the warding spells, but a few held valuable additions to the hivemind's collection, including the slowdown, simple rewind, and accelerate time spells.

I used a simple setup to experiment with my new repertoire, holding a book six feet above the floor in my magic and releasing my grasp to cast one of the spells, allowing me to witness the change in the flow of time. For my first attempt, I held up my senior year spellbook and cast the slowdown spell, allowing me to watch the book float down to the floor as if it were a piece of paper. I noticed that only my surroundings had been affected, as I could move and think at my normal speed. That spell alone cost me most of my energy, and I needed to open my case and feed off of my prisoner before attempting the next. The accelerate time spell wasn't nearly as difficult, because it merely pushed time's flow in the same direction that it naturally took. I watched my textbook slam to the floor like a bolt of lightning and quickly canceled the enchantment to prevent myself from wasting too much time. Finally, I prepared myself to cast what was supposedly the most difficult known time spell, the simple rewind. At full power, it could send its caster days or even weeks into the past, but I knew that I lacked the magical strength to travel that far. I would only aim for a short jump of about an hour.

I took a quick sip of love, closed my pale blue eyes, and took a deep gulp of air. I lit my horn in its new grey aura and visualized myself clawing my way into the past, just to the moment that I had cocooned Frozen Time. In a burst of storm-grey magic, I found myself as an indistinct shadow watching a lavender-shelled changeling silently hover at the bedside of a sleeping unicorn and cocoon it, before rolling it into a traveling case and rummaging through its possessions. Within a few seconds, I was ripped back into the present, but I had managed to perform the spell with nearly as much success as the real Frozen Time.

After learning the temporal magic that my victim had left in his collection, I set out to explore the city. The cobblestone roads were comfortable under my grey hooves and the overcast sky gave off a homey aura, but the white and purple buildings still disquieted me. Every time I looked at a cluttered balcony or richly decorated storefront, I could only imagine Carapace's bloody entrails splattered out across it. Eventually, I settled on patronizing an ice cream shop. I had faint memories of the frozen treat from my human life, and I had eaten a few different species of berry as a beetle, but I hadn't tasted anything as sweet as dairy in years. I cantered into the small corner store, perused apprehensively through the many flavors behind the shop's counter, and eventually settled on dark chocolate.

When I placed my order, the owner, an older bright-blue unicorn mare, grimaced and asked, "Are you sure that's the flavor you want, sonny? It's a little bitter; we usually only sell that one to the deer or griffins that come around here."

I insisted that yes, I did indeed want a dark chocolate ice cream cone until the mare bit her lip and scooped a bit of the deep brown product into a yellow cone. I lifted it in my grey aura and tried a lick. It wasn't as satisfying as meat, and couldn't even compare to love, but it was quite good. I handed the surprised mare three of the bits that I had found in Frozen Time's wallet and trotted out of the store, defiantly lapping at the bittersweet treat.

After licking the cone dry and crunching it down, I was herded into a fashion boutique by a bright pink female unicorn. She insisted that I simply _needed _to have a coat for the coming fall, and pushed me in front of her ensemble of mirrors. I silently allowed the horse to bring over a brown, tailed jacket, a blue leather jacket, and finally a long black coat with a back that flared out, allowing my tail to move freely. I held up my hoof when she turned to bring out yet another piece of clothing and dryly informed her that, "I'll take this one." I handed her the respectively large amount of money that she had asked for and calmly walked back to the street, glad to have learned about the strange pony custom of wearing warm, un-protective clothes on top of their fur during the colder months without arousing suspicion.

I spent a short while longer memorizing the layout of the city before returning to my victim's dorm room. The days that followed were mainly spent studying in the library in an attempt to gather more pony spells for the hivemind and fit into Frozen Time's usual lifestyle. Needless to say, his grand total of zero friends did not notice any discrepancies.

At sunset at the end of the week, I took the form of a bat-pony and made my way back to my hive. Upon reaching the changeling kingdom, I noticed a strange fountain on the ground in the outskirts. I landed to inspect it, taking in the overgrown stone structure. It consisted of a reservoir, a dome, and a fluted structure that sprayed clear water in all directions. It would have been aesthetically pleasing if it wasn't surrounded by Saddle Arabian rugs and hideous statues. While I was marveling at the ugliness of the fountain, I heard something trudging through the bushes and shifted into a rock. The intruder was a hornless dark-green changeling with lime green eyes. She tripped over a small bush, snarled at it, and stomped over to the fountain. I watched her sit down and breathe as deeply as possible, never managing to calm herself down enough for the pulsing vein on the side of her head to disappear.

After the green beetle finally gave up and stormed back to the corrupted hive, I returned to my own with a new target. Once I buzzed into the main training room, Spinneret grinned and gave a practiced report on the hive's recent acquisitions. Our first batch of grubs had matured into nymphs, seventy of our eggs had hatched, he had begun to train Mandible and Rostrum in egg retrieval, and he had personally captured over a hundred new eggs. I congratulated him on his progress and followed him to the newly separated hatchery, nursery, and nymph room. I proudly observed our massive hoard of eggs, our seething swarm of feisty grubs, and our full chamber of training nymphs. I watched them spar with their training dummies, and allowed two nymphs, one with grey eyes and one with blue eyes, to step up to me and ask a question. "If our parents were great warriors, why did they let Thorax usurp the old hive's throne without a fight?"

"Yeah! And how did Thorax get all of the old hive's changelings to just do whatever he told them to?"

I sat on my haunches, closed my eyes, and spoke, "If you want to know, I'll tell you the whole story. It isn't a happy one: there isn't a rousing ending, where the powerful, clever warriors defeat the puny grubs, but you do need to know what happened… to prevent it from repeating."

I opened my lavender eyes and began, "Chrysalis, our great queen, had planned an invasion of the pony lands to avenge our defeat at Canterlot, but Thorax couldn't stand to let any changeling enjoy the coming love harvest. He crept into the hive with two unicorns and a chaos spirit, using his access to the hivemind to find his way to the Queen's throne room, and tried to destroy her throne. This throne had kept the changeling race safe by protecting it from enemy magic for generations, so he wanted to end its protection and allow his pony allies to defeat our army. The queen trapped him and began to drain his energy, but one of his unicorn friends told him to force out all of his love, initiating a horrific transformation into a monstrous creature with an overflow of love that poisoned its mind. No changeling knew about the side effects of the transformation, so we all copied him, believing that we would use our new overflowing love reserves to crush the filthy beetle and protect the Queen, but our change triggered a massive explosion that destroyed the throne room. After the metamorphosis, we were inserted into Thorax's hivemind and most of the swarm was infected with his weakness and cowardice. We became his servants, and the Queen was forced to flee. We were all cursed to be weak, useless beetles, until I discovered the sunstone. Now, we must use it to cure the rest of the hive, and once we do, we can destroy Thorax and end his reign of weakness and sloth, restoring the old ways of glorious battle for all."

After I had finished teaching the nymphs and watched them report their new knowledge to the rest of their clutch, I turned to the next battle room and watched Mandible and Rostrum spar. Their skills were inspiring. They would blast each other to the ground and just to the point of defeat, but the apparent loser would always find a way to recover and turn the situation to his favor. Eventually, Rostrum grew too tired, and Mandible claimed his victory. Once they had finished, I turned to the white-eyed warrior and asked, "Mandible, do you know anything about a green beetle that might be open to recruitment? I saw it trying and failing to hide its natural instincts in the forest near the hive."

Mandible blinked and nodded, "Yes, commander, I think I knew someone like that. Her name is Stemmata; she had problems dealing with her anger. Whenever she ended up in a situation where her lack of a horn made things harder for her, she would start ripping away at whatever plant life she could find. The last time I saw her, she was really trying to fit in with the other beetles, so she could be hard to influence, but I think giving back her horn would go a long way towards convincing her to be a real changeling again."

Spinneret and I took the forms of a red, purple-eyed changeling and an orange, green-eyed changeling and flew out to find Stemmata. We scanned through the woods surrounding the hive, guessing that the reportedly irritable beetle would be far from the rest of its horribly annoying brethren. We quickly spotted her at the same fountain she had visited before, trying to meditate with clenched teeth and crossed legs tense enough to snap. I landed in front of her and chirped, "Hi, I thought you might want to know about some berries my friend and I found on the outskirts of the kingdom. They have a calming effect potent enough mellow a rampaging dragon. We could lead you right to them if you'd like."

The hornless beetle lifted her eyes to me and asked in awe, "Really?", before roaring out, "Of course I want you to bring me to them! What do you think I am, some ditz? You know how much I need something to calm me down! Go on, start flying!"

As Spinneret and I led Stemmata to the "berry bush"_, _she attempted to apologize. She grumbled under her breath and choked out, "I'm sorry for being so _aggressive. _I really am trying to be _friendly. _It's just not as easy as everyone keeps saying it is! They're all so loud and cheerful all the time! And they won't stop talking about how _great _our new forms are. Sitting down to try and enchant something like I did every day before, and then realizing that I can't, just makes all of their happy chatter hard to listen to."

Sweet Chrysalis, no wonder this beetle was so angry. I had wanted to rip the head off of anyone who reminded me of my lost wings, and they had only been a component of my fighting style; she had been an enchanter: using her horn was her purpose in life! She hated the constant cheeriness of Thorax's swarm and wanted her old form back. It appeared that Stemmata would fit into my new hive perfectly.

Once we reached the proximity of the hive's entrance tunnel, I flew out in front of Stemmata and pointed to a point on the ground, claiming to have seen the bush, allowing Spinneret to cocoon her. I caught the cocooned beetle in my green magical aura before she began to fall, and ferried her down to the sunstone, followed by Spinneret, Mandible, Rostrum, and even Antenna, slinking behind in the edge of my vision.

Once I had reached the sunstone's altar, I freed Stemmata's head from her waxy cocoon and pushed her into the stone's reach. She hissed in pain as her body combusted, and flinched back upon seeing the group of uncorrupted changelings before her. Then she looked down to her own body and saw the slowly advancing black, hole-filled chitin crawling up her legs.

"Within a few minutes at most, you'll have your horn, body, and access to the hivemind's library of spells back, along with the chance to help liberate the hive from Thorax. I'm Stinger, commander of this small squad of true changelings. I believe that you are an enchanter of uncommon skill. Your talent will be of great importance to our cause."

Stemmata gave me a look of pride, along with a faint gleam of gratitude. "I'm glad to see that there are still some changelings that don't act like they were dropped as eggs. I'll join your squad, as long as I don't have to attend "feelings forums" on how to deal with my "deep inferiority complex" and treat others with "proper cheerfulness"."

While I carried the newest addition to my hive to the hatchery, I noticed a certain red-eyed, bluish-grey bat hanging from the ceiling of the altar chamber with a dumbfounded expression. Maybe witnessing another few examples of how happy other changelings were to regain their old bodies would help him see how much better off he was now. Spinneret claimed to have seen him staring longingly at the training dummies recently, so it didn't seem like his recovery was too far off. Maybe I would sneak an animated training dummy into whatever room he was using to give it a kick-start.

My training dummy idea worked even better than I had imagined. After spotting Antenna's blue bat form, I flew behind a rock and shifted into a chameleon to follow him. He didn't notice my camouflaged form crawling along the side of the tunnel after him and led me directly to the chamber he had been using as a room. He had built a small wax stage, a soft bed, probably constructed by materials that had fallen through the entrance tunnel, and a small collection of scribbled down, half-remembered songs and scripts.

Once I knew where Antenna was, I waited for him to fall asleep, zipped back to a training room to collect a pegasus dummy, enchanted it, and carried it up to the entrance of his room. I watched the construct jump onto Antenna and throw him across the chamber. The red-eyed warrior snapped awake and bit down into his faceless enemy's foreleg, twisting and slamming it into the floor. The dummy pulled itself into the air and tried to shake him off, but he refused to relax his grip, contorting himself to shoot his opponent's wings, grounding it. The weakened golem began to buck and rear, finally dislodging Antenna and hurling him to his back. He growled, forced himself to his feet, and took to the air, narrowly dodging a hoof to the horn. The raging mannequin dodged Antenna's wax blasts, leaping up and punching him in his ribs. The out-of-practice warrior hunched over in pain, let out a wrathful hiss, and finally blasted his stuffed enemy headfirst into a rock, stunning it long enough to be cocooned. I puffed up with hope as I watched Antenna stand up and hiss in pride for his victory. I looked forward to checking on his progress over the weeks.

Upon my return to Canterlot, I immediately took on Frozen Time's identity and galloped through the academy's doors. The massive, gold-encrusted building was filled with adequately tortuous hallways; navigating through them to find the senior classroom wasn't challenging, but it wasn't quite as mindlessly simple as navigating most pony buildings. None of the actual ponies had even come close to the lecture hall by the time I had already set up my books, quills, and materials. I had long since settled my haunches on my strange wooden chair by the time the class's teacher had arrived.

The professor hummed as she pushed through the room's entrance door and set her papers on her desk, and then drew back in shock at my analytic gaze. She seemed to be the kind-but-knowledgeable type, so she was likely to have a positive response to a dedicated student with a marked penchant for asking questions. I put on a natural-looking smile and softened my voice before asking, "Are we going to learn any interesting time spells today?"

When the other students had finally arrived, I had formed the beginning of a valuable relationship with the professor. Her affection would make a worthy snack in between feedings from Frozen Time, and she would be likely to excuse flaws in my normal-pony charade. However, there was no strategic value in forming similar bonds with my classmates, so they could be mostly ignored. When the herd of chattering unicorns filed into the room, and a green mare with purple hair and brown eyes sat in the second seat at my desk, I held back a scowl and focused my icy gaze on the chalkboard. The emerald unicorn's wretched smile at my back felt like a slow drip of vile syrup. Thankfully, her sickening attention transferred itself to the professor once the lesson began. The pale blue, thin mare lifted a stick of chalk in her yellow telekinetic aura and began to write on the chalkboard behind her desk, "My name is Professor Seafoam Spray. Welcome to this year's first elemental spellcasting class. As this is your final year to prepare before submitting your applications for town postings, you will be learning the most advanced magic known to Equestria. Eventually, we will come to spells with such a high power cost that few or none of you will be able to cast them, but you will be fully educated in their procedures. Do not be ashamed if you meet your limit in a spell; no pony can do everything. Now, for our first lesson, we will be learning a simple, but extremely important charm: the wave mastering charm."

I hunched and stared hungrily at Seafoam's demonstration. If I gave my hive mastery over the sea itself, we could bring down trade-ships packed with treasure! I could only imagine the resources my relatively tiny swarm could gather with such riches.

"I know that you can all control small amounts of water with your telekinesis, but pay close attention! Any unicorn can levitate a bubble of liquid; what I am about to teach you is how to manipulate the water itself! How to make the sea obey your command as if it in itself were your magical aura! For now, you will practice with buckets of salt-water, but know that you will be required to summon a real wave on your midterm. Now, the key to properly use the wave mastering charm, you should not lift the water in your magical aura. You must release a single burst of magic to bind the fluid to your will. After this initial expenditure, you should not need to use any more energy. The spell will wear off in time, or after you travel too far from the sea, but after you forge a bond, the sea will be as much a part of you as your tail. This enchantment is absolutely necessary for any mage stationed on a ship, as it can calm a raging ocean and prevent an otherwise inevitable shipwreck. Now, begin!"

The professor lit her horn and carried a dozen buckets to each student. As she turned, I saw the emblem on her flank. It was a lake so calm that it reflected the clouds above it as well as a mirror. I sat up and grinned while I stared down into the rippling water, then summoned my grey magic and forced my will into it, feeling my aura spread out through every molecule in the stainless steel container. I laughed as I molded the salty brine into a looming hooded cobra, and then let it crash back down as I collapsed in exhaustion. I would have done anything for the chance to drain the energy of the emerald mare who was shaping a castle in the bucket beside me. I braced my front hooves and pushed myself back up, re-forming my sea snake before twisting it up over the green unicorn's head and allowing a few drops of foam to drip down into her hair. She shivered and looked up, before screeching and twisting in her seat. I chuckled at the mare's terror, before choking in a hiss as she began to laugh herself. She splashed me and giggled, "Nice! That was super realistic!"

I forced myself to smile and saccharinely replied, "Your castle seems quite impressive as well. Would you like to have a small competition? I think it could help both of us test our skills."

I watched the mare's mouth twist into a smile and explained my proposal. "We can take a single bucket for both of us to enchant, and see who can take control of it. If we both cast our spell at the same time, the one with the strongest magic should win."

The mare's ears drooped, "I'm not sure… That sounds like it could take a lot of energy. We still have three classes after this…"

Yes, I did have more classes today, but I could always talk to the professor and get a small rush of love from her. I leaned forward and cajoled, "We'll only do one round, and we can stop as soon as one of us wins."

She sighed and looked up, smirking. "Okay, but don't get upset when you lose."

I pushed my bucket into the center of the desk and took a deep breath. My opponent was a pony; a weak, pampered creature with no idea of the joy of battle. This would be easy. I lowered my horn to the water, watched my enemy's green spear mirror my own, and forced my magic into the brackish fluid. The unicorn's magic was slippery, twisting just out of my grip like a slimy toad until I finally crushed it. I heard my defeated foe gasp and fall back into her chair, then opened my eyes and lifted the water up into the shape of a dragon with its wings spread and its claws bared. The brown-eyed equine slouched and spoke, "Woah. Your magic hits like a truck. Maybe we can do this next class, too. I can't outdo you with brute force, but I've always been better than finesse than pure strength."

I successfully got a mouth full of love from complementing the Professor's oratory skills and taking a quick gulp while she wasn't looking. Then I galloped off to my next class. My schedule directed me to a semi-familiar class: transfiguration. Once I reached the second-floor classroom where the class was held, I looked through the rest of my schedule. My last two classes for the day were potions and _friendship_, and my classes for the next days were charms, healing, defense, and something called "dimensional magic".

The room was built of granite, with rough, dark wooden tables and a side completely open to the air. Each desk had a small rock placed in front of its chair. I could only guess what I would be asked to transform it into. I had already changed rocks into different materials and even small animals, it wasn't very hard. As I sat down in one of the slightly warped chairs, I couldn't help looking out the open wall and into the city. I shivered as I saw the crowded buildings and their bright walls, almost seeing the long since washed out splatters of green blood against their white walls. I distantly registered the entrance of the class's teacher and other students, unwilling to leave my vision of a great invasion: a burning wave of vengeance to destroy the city and all of its inhabitants.

The transfiguration lesson wasn't nearly as complex as I had expected. It only required the strength to transform a rock into a sapling. It was difficult, but only because of the young tree's size. Next was potions. I had only learned basic concepts and recipes from Brass Heart, as potion ingredients were quite hard to obtain on short notice. I was excited to learn an entirely new art.

The potions room was appropriately located in a basement floor deep underground-where explosions were unlikely to damage the school's structure. The stones making up the chamber's walls were uneven, its torches gave off a toxic green glow, and its desks, each prepared with a cauldron at its side, were made of grey, smooth rock. I was more comfortable in the potions classroom than I had been since entering Canterlot: it gave off a warm, homey aura. I settled into a seat and began looking through my textbook. The first twenty pages listed the properties of hundreds of different ingredients. Brass Heart had never memorized the full list, so I entered the different herbs, minerals, and animal parts while I waited for the class to begin. There was a surprising number of ingredients that needed to be harvested from ponies-pegasus feathers, unicorn horn shavings, earth-pony tail hairs. Potions based mainly on these ingredients, or those from other sentient beings, would be relatively easy for the hive to make. I also recognized several plant species from the overgrown areas of the changeling kingdom. Perhaps those vile weeds could be of use.

The class's teacher was a unicorn that looked similar to my disguise. He was a grey stallion with a black mane, but his eyes were bright green instead of piercing blue. I checked his flank out of curiosity and found the image of a capped vial containing a deep purple substance. Once I had finished scanning my list of potion ingredients and the other students had finally begun to pour into the chamber, the professor began to speak.

"By now, you have all learned all but the most advanced aspects of potion-making. You know how to brew liquid strength, intelligence, health, and misfortune, but there is one weakness to your creations. Their effects are temporary. The keen eyesight given by the eagle's glare draught lasts only an hour. The accelerated healing brought on by the wound-sealing potion lasts thirty minutes. The transformation brought on by the essence of longma's greed lasts only until dawn. In this class, I will teach you the incredibly powerful, and incredibly dangerous, art of permanence. Only a permanent potion with the opposite effect as the original will serve to undo the use of one of these mixtures, and, as imbuing permanence is an extremely difficult and rare art, you must be extremely careful in using the methods that I will teach you in this class. Due to the danger involved in a possible mistake, you will not be allowed to test your potions on yourselves. Instead, your work will be sampled by a rat."

After he had finished his initial speech, the professor revealed his name: Seething Draught. He told us to turn our books to page twenty one. I held back a chuckle as I saw the name of the potion I was to make. I imagined that the trust-building potion would be very useful to a changeling infiltrator.

As I diced my root of leaning foal, Seething Draught began another lecture. "This potion should only be used on animals. It does not matter how much you want somepony to trust you, forcing that trust to develop will always create a warped relationship. If you do need to use this mixture on an animal, do not be alarmed if it does not work. There are several species that are immune to permanent potions, including most creatures with shapeshifting abilities, such as the gecko-frog, and the eastern hawk-snake."

After I had completed all but the final steps in creating the trust-building potion, Seething Draught looked over my cauldron and spoke, "Perfect. Now, take out a pouch of powdered diamonds, focus your magic, and imbue it with your desire for its permanence. Then drop a pinch into your potion."

No wonder permanent potions were so rare. Powdered diamonds weren't easy to find or buy in large quantities. I lowered my horn to the tiny bag of glittering substance and focused my mind on making it everlasting. I could see why diamonds specifically were used, as the longevity that they already possessed made my spell much easier. Even with the perfect materials, the enchantment drained a substantial amount of my energy. I doubted that I could cast it more than once in a single day. Seething Draught nodded in encouragement as I slipped a dash of powder into my cauldron and stirred the mixture with a glass stirring rod.

After a few minutes, one of the other students finished her potion and walked up to the rough, stony table that held a rat's cage. She opened a glass flask of her yellow potion and slipped a few drops onto the rodent's tongue. Then she levitated the tiny creature above her cauldron, smiling when it waited calmly above the frothing liquid.

My potion worked as perfectly as I had expected, as did every potion except for an ill-made orange draught created by a nervous white stallion. His hideous sludge caused the rat to flee to a corner as far from him as possible.

I stewed in dread as I crept up the stairs to the next classroom. The magic of _friendship _sounded absolutely wretched, but it was the pony race's most powerful weapon-I needed to learn to counter it. The class was to take place in a classroom with walls and desks built of garish pink crystals, under a rancid yellow mare with a grinning sunflower cutie mark. I flipped open my book and read the first page, cringing as I skimmed through as quickly as possible.

_The magic of friendship is one of the most powerful forces in all of Equestria. It relies on the connections between ponies to defeat the most powerful of enemies. The elements of harmony may be the best-known examples of this force, but they, and similar artifacts such as the crystal heart, are not the only way to channel it. The powers of friendship and love can be almost invisible, using the bonds between individuals to bring stability to the realm, or fantastically visible, manifesting in great blasts that can induce understanding in many foes, banish evil creatures, or trap dangerous forces. In order to utilize the magic of friendship, one must, of course, have friends. Only the strongest friendships, in the most desperate of circumstances, can summon great displays of magic, so this course will focus on examining past uses of friendship. Perhaps the knowledge that you will gain this year will one day allow you to turn battles against seemingly unconquerable evils in your favor. _

So, it was as I had expected. Friendship based magic was extremely rare: used by only one in a million Equestrians. Still, if Thorax called on the ponies for help, I couldn't ignore the chance that an individual with such abilities would come to defend him. I closed my eyes and clenched my shoulder muscles as the teacher began her first lecture.

"As this is your final year in Celestia's School for Gifted Unicorns, you are finally considered ready to learn a new and dangerously powerful branch of magic: the magic of friendship. As this field is largely unstudied, and its use is still quite mysterious, this class will consist mainly of theory. You will also be provided with the chance to listen to several experts. Now, today we will study the reports of Twilight Sparkle's subtle use of friendship magic to restore Starlight Glimmer's hope for the world.

The story characterized the vile creature that had corrupted the changeling hive exactly as I had expected. She was a childish, smothering, indecisive unicorn that wanted nothing more than to make others useful to _her. _Her history of stealing ponies' free will and attempting to change the future to suit her didn't surprise me at all. And no wonder she was manipulated out of her goal so easily! Her entire philosophy was built on such a ridiculous reason! Her entire life was destroyed because her _friend moved away! _Ponies were so fickle and stupid! Did it never occur to her, if this colt was so special, to send him letters, or actually do something useful and try to improve her magic enough to get accepted to magic school with him? Of course, the idea of sharing love _would_ come from a creature like that.

Once I had finished all of my classes, I set off for my dorm room. After a day spent navigating them, the twisting halls were now perfectly easy to travel through. I was so close to the school's exit when I came face to face with the horribly annoying green unicorn from my elemental magic class. I cringed as I felt her gaze fall on my back, then slowly turned my face to her. She grinned and laughed, "Hi! I just realized that I never asked for your name. Mine's Golden Sun, what's yours."

I hid my scowl and replied, "My name is Frozen Time."

She chirped, "Nice. Well, I'll see you on Wednesday."

I watched her turn and canter down the hall, stopping to kiss a brown unicorn on her way out of the school. I regretted ever speaking to that mare. At least she would give me the chance to compete, but sweet Chrysalis, was she annoying.

Once I reached my dorm, I ripped my trunk open and drained a lunch's worth of love from Frozen Time. Now that I had finished my lessons in pony magic, I would spend the rest of the day training in real changeling magic. The woods behind Canterlot seemed like a decent place for practice. Now that I had little else to do, I would finally work on my shapeshifting.

While galloping through Canterlot, I saw Golden Sun sitting at a cafe with the brown unicorn that she had met in the academy hall. They were sharing a strawberry milkshake while studying from a transfiguration textbook. Why would anyone want to mix her backwash with someone else's like that? Disgusting.

The familiar forest was far more comfortable than the city that it surrounded. The mountain woods still felt the effects of the changeling army's habitation, with far thicker, wilder trees and large predators. Once I had reached the deepest part of the area, I dropped my disguise and stretched my cramped wings. The weight of my long fangs gave me a new rush of confidence. I did need to practice my combat shapeshifting, but it wouldn't hurt to spar with a wood construct for a few minutes. I blasted down a branch from one of the thicker trees, picked it up in my magic, shaped it into an earth pony dummy, and animated it. Then I crouched down in a battle stance as it charged at me, ready for a relaxing fight.

The wooden construct launched a kick at my front legs. I reared up, crushed the dummy's head under my hooves, and blasted it with fire. The transfigured pine branch galloped away from me as quickly as it could, while I took to the air to follow it, throwing carefully aimed blasts of fire at its back without hitting the undergrowth around it. Soon, my wooden opponent was nothing but ash.

Deciding to practice taking my most dangerous form, I shifted into a basilisk. My long body wound out for about fifty feet. I was a deep mossy green, with rough scales, rows of jagged, venomous fangs, and glowing purple eyes. I could feel my energy draining at a rapid pace, so I began to twist and slither through the trees, attempting to familiarize myself with my serpentine form while I could still hold it. I glided through the forest at an impressive speed, crushing bushes and saplings beneath my thick, scaly coils. I opened my huge mouth and flicked my forked tongue, catching the scent of several different breeds of animals and plants. I decided to aim for a black bear. I thundered after its scent trail, catching it as it was dining on a bush filled with purple berries. At the sound of my low hiss, the bulky animal slowly turned to face me, freezing in place once it caught sight of my paralyzing gaze. I crept closer to the coal-coated mammal, stretching my jaw open, and struck, digging in my fangs and pulling the delicious snack down my long throat.

A few minutes later, I dropped my basilisk form before completely running out of energy and buzzed through the forest in search of more prey. Before reapplying my Frozen Time disguise, I drained several mountain goats and a small wolf, restocking my love reserves before trotting back into the city. When I passed the cafe I had seen before, I realized that Golden Sun was still studying with the brown unicorn. At least I now knew that her creepy stares at my back didn't come from a desire for romance.

Once I reached my dormitory room, I took out a typewriter and started working on a new story for the nymphs and other changelings back at the hive. It was the story of a dragon who defeated a much older wyrm and took its treasure with cunning instead of brute strength. I eventually settled down to sleep, wrapped in my covers, after getting half-way through.

My first class the next day was charms. Its room was filled with all sorts of small objects. Every shelf was packed with keys, paperclips, pens, and paperweights. I sat at one of the closest desks to the blackboard and gnashed my teeth as Golden Sun plopped down in the chair next to me. I caught a glance at her flank and saw a highly detailed sun with tortuous swirls spiraling out from it. It was indeed fitting for a unicorn that favored finesse rather than power.

The professor sat at her desk, an ancient, pale white unicorn with a nearly ethereal grey mane, and said, "This class will teach you to enchant objects to obey your will. You have already mastered the arts of granting objects movement, and even complex tasks, but I will show you the secrets of giving them the power to affect the environment around them. Now, open your books to page thirteen. You will be creating an object that fits that description. The process should only require the layering of spells that you have already memorized. I will check your work at the end of class."

I flipped through the pages of my charms textbook until I reached page thirteen, and then glared down at the description that it contained. I was to create a glass dragon that was able to fly, breathe fire, roar, and swim. Already knowing the spells that I would use to create this kind of creature, I headed off to the room's shelves and returned with a small square of glass. Then I cast a growth charm on the material, extending its length to around the size of the table. I molded it into the shape of a dragon, complete with fangs, horns, claws, spikes, and a forked tongue. I gave it a mind of its own so that it would be able to function by itself. Next, I enchanted it to move like a real dragon, set a metallic shriek spell to activate when it opened its mouth and a flame conjuring spell to activate when it flicked its tongue, and placed a lighter than air charm on it that would levitate it when it opened its wings. Finally, I made sure to leave a few large air bubbles under its spine so that it would float in water. As I finished the final details of the dragon's facets, the pale professor stepped over to my desk to examine it. "It looks quite impressive. Shall we go see what it is capable of?"

The pale unicorn limped up to her desk, took out a tub of water, and called out, "Class! It's time to test our first dragon."

She lowered my creation into the water, and the entire class watched while it slowly slithered to the tub's side. It fluidly rose out of the liquid and opened its wings, soaring into the air, before letting out a resounding shriek and spewing a thin line of flame as it flew back to me. I grinned as it thudded onto my desk, before casting a shaterproofing spell on its translucent body. Now that I knew it was fully functional, I wanted to ensure that it would stay that way. I was about to challenge Golden Sun to match my creation when I saw the unbelievably realistic miniature dragon on her desk. It had slitted eyes, individual scales, and wings that almost seemed leathery. When it was tested, it easily launched itself into flight from the water, belted out an unmistakably draconic roar, and drew great spirals of fire around itself while soaring with individual wingbeats. I growled under my breath as Golden's construct was applauded. There was no question who had won this contest.

The next class was only a few doors away from the charms classroom. It was filled with bandages, healing potions, and sickbeds. There were no desks, so I left my bag beside a short ledge and lifted my textbook in my aura. It was filled with descriptions of different diseases and injuries, and potions and spells required to cure them. I memorized the list, despite its uselessness to the hive, considering the incredible healing properties of changeling transformation. Perhaps it could be utilized by spies posing as magic users, who couldn't transform without revealing themselves.

Soon, the door burst open to reveal a heavily bandaged pony on a stretcher being pushed by a mint green unicorn stallion. I watched as the stallion rolled his patient onto one of the beds, and walked up to him. "So, we'll be healing this pony in class today?"

The green pony inhaled, leaned back on one of the other beds, and nodded in affirmation. "She flew right under a storm cloud while another pegasus was starting a thunderstorm. She's got more than enough burns for every student to work on a few."

Once class started, I found the professor's explanation of healing magic to be quite simple, so I attempted my healing spell first. The professor, Professor Spearmint Sheen, lifted a few bandages on the mare's right wing, allowing a blackened, bald limb to show. I focused on the charred skin and imagined what it would look like when it healed, forcing a thin coating of cool, gentle magic around the featherless stump. Feathers didn't spring out of the length of flesh, but its burned patches flaked off, leaving behind pink, healthy skin. Spearmint Sheen straightened up in surprise. "That was one of the fastest successful burn soothing spells that I've ever seen! Class, look at Frozen Time's work. Copy that. Okay, next!"

Defense class was pitifully easy. It consisted almost entirely of forming wards and shields. The professor proudly exclaimed that I was the best student she had ever taught.

After the healing lesson, I searched through the halls for the dimensional magic classroom. It was taking far longer than I had expected, and I started to gallop from door to door to search every room number. Suddenly, I formed an idea. My glass dragon could cover ground more quickly than me. I dug it out of my bag and told it to find room one-twelve, then I sprinted after it as it led me up to the very top of one of the building's turrets.

From the outside, the turret seemed far from large enough for a class. However, when I slunk through the door, I immediately realized what the strange title of "dimensional magic" meant. The chamber consisted of a purple void that contained what appeared to be unlimited empty space. I quickly realized that gravity had been altered inside of the room. As I floated in the magenta expanse, I experimented with the use of telekinesis to move forward, learning the basics of void transversal by the time that the other students arrived, giving me the chance to show off my newly obtained ability. While the bumbling ponies attempted to copy my easily achieved feat, a bright burst of stark white magic popped into the center of the room. The source of the light was a black unicorn with green eyes and a starburst cutie mark. After he had proved his magical ability by barely being dazed by a presumed long-distance teleport, the professor smirked. "This will undoubtedly be the most difficult class this year. Under me, you will learn to fold space, command time, and bend the laws of physics. Many of you know exactly how challenging it is to utilize one of the most simple spells in this field: the teleportation spell. In this stage of your education, I trust that all of you can teleport small objects or animals without much trouble and that the strongest of you can teleport yourselves over small distances, so today, we will begin by practicing long-distance teleportation."

He conjured a long series of markers and continued, "You are all to teleport to each marker and back, increasing your distance until you reach your limit. Now, begin."

Reaching the first marker was easy, as were the second and third. I started to feel some strain as I jumped to the fourth and fifth, about the length of a block from the starting point and needed to really push for the sixth, seventh, and eighth, finally resting after teleporting the distance of seven blocks, having easily defeated all of the ponies. Teleporting eggs for several miles was great practice for this kind of magic.

The rest of the week continued in a similar way to the first few days, with me slowly memorizing the spells of the ponies. A few of them seemed legitimately useful, like the earth-shaking spell, and the soft-step potion, while others were too similar to enchantments that I already knew how to use, like a stone to steel transfiguration, or an anti-teleportation ward. Soon it was time to return to the hive. I made copies of all of Frozen Time's books to see if Stemmata could find any special information in them that I had missed, and then took the form of a bat pony. I raced through the wretchedly bright sky of the pony kingdom, overjoyed at the thought of seeing how my home had grown.


	4. Storm on the Horizon

As I flew over the overgrown changeling kingdom in the form of a red beetle, I noticed several different potion ingredients in the foliage. I dove down and collected several of them, figuring that it would be useful to stock a chamber with supplies for the more useful draughts. Spinneret met me in the hive's entrance tunnel when I dropped my disguise and flew down to the stretch of sleeping holes that had become a sort of common room, informing me of the new developments that had occurred over the week. "While you've been gone, each changeling that we've cured, except for Antenna, has brought in about fifty eggs. Seventy of the eggs we've obtained have hatched, and our nymphs have been doing impressively in their training exercises. The grey-eyed and blue-eyed nymphs are regularly doing the best; I've heard that they're going by the nymph names of Jagged-Fangs and Knife-Horn."

"I've been watching Antenna. He's animating wax training dummies, but he won't train with other changelings. I can tell that he's growing tired of attacking lifeless mannequins, though. I think he may break soon. He still won't cease his awful dancing. Maybe we could let him put on one of your plays? It will give him something to do other than search through the hivemind by himself, and he'll finally have to interact with the rest of us. Maybe the truth about Thorax's terrible leadership will finally sink in if he reads through enough of your propaganda scripts."

Deciding to take Spinneret's advice, I summoned all of the manuscripts for plays that I had written in my free time. I didn't want to choose something with an obvious allegory, as Antenna would hate it, so I flipped through _The Tale of the Bloody Vipers _and _The Last Warrior, _eventually choosing _The Rise of the Black Phoenix. _

While Spinneret flew off to find Antenna, I walked up to the nymph room to find background actors and an audience. After selecting twenty nymphs for roles, including Jagged-Fangs and Knife-Horn, I sent them different roles through the hivemind and led them to a large, raised, platform-like rock_. _After a few minutes, Spinneret buzzed up to the stage with Antenna. The red-eyed warrior had a sullen look, contrasting Spinneret's hopeful expression. "I'm only doing this because I have nothing else even remotely interesting to do."

I smirked, "Joining a raiding party and capturing new prisoners would be quite stimulating."

He scowled, "I'll stick to taking my meals from the innocent ponies that have already been brutalized and kidnapped, thank you."

Antenna followed me onto the stage and transformed to fit his role along with all the rest of the play's actors. While the nymphs were split up into two equal groups of either bright red and orange phoenixes or twisted vampire bats, I took the form of a jet black phoenix while Antenna shifted into a distinctive golden phoenix.

For the first scene, only the phoenixes were present. I faced Antenna and cawed, "I don't understand how you could live off of plants. You miss the thrill of the hunt, the delicious taste of fresh meat, and most of your potential power. I didn't expect to change when I tried eating a mouse, and I don't know if I would have done it if I had known what would happen, but I promise you, it's better than being a herbivore. I can summon my flames and use them however I want to; don't you want that kind of power?"

In response to the golden phoenix's silence, I set my talons ablaze with black fire, dove down and clutched a mouse that Spinneret had transfigured earlier. Antenna's red eyes tracked me as I soared above him and devoured the tiny creature.

In the next scene, I waited as a rock in the background. The golden phoenix stood before a crowd of other firebirds, its wings spread and its beak raised. "We all know of the black phoenix, who devours the grove's animals and burns down its undergrowth. Lately, his presence has caused new, terrible monsters and dark, twisted trees to appear in our territory. As he refuses to give up his predatory ways and destructive powers, we must find a way to deal with him before the entire forest is thrown out of balance."

The lesser birds responded with a chorus of chirps. "We should drive him out into the gorge!"

"No, we should imprison him in a cave beneath a river, so he can never return."

"Silence!"

All of the lesser phoenixes turned to Antenna and listened as he spoke, "There is only one way to protect our forest from this dark creature. We must return it to its original form. You two." He pointed a talon to a pair of younger birds. "Bring me the leaves of the pure leaf tree. I will ensure that the creature eats them."

Antenna was clearly enjoying his role, but I doubted that he had gone through the entire script. He wouldn't get the "happy ending" that he expected. For the third scene, I waited near the stage's ledge while Antenna stepped up to me with a barely concealed smirk. He leapt onto my back and dug into feathers with his claws, giving me a perfect chance to burst into flames and throw him off. He shrieked and dragged himself into the air, circling around me and looking for an opening to attack. I waited for him to clench his talons and prepare to dive down at me to charge up and headbutt him into the cavern ceiling. He went limp and fell for a few meters while I dove down for a finishing blow, only for him twist and slash at my face, slamming his beak into my skull while I was blinded. I glided around the stage to recover, lit my wings with an obsidian flame, and tackled Antenna into a wall searing him when he tried to squirm away while slicing into his exposed middle. After a few seconds of battering, he crumpled up and dropped to the ground, giving me the chance to race offstage.

For the fourth, and most important, scene, I hovered just beyond the rocks and watched as a wounded golden phoenix stood at the head of another meeting, somewhat bitterly speaking to the lesser firebirds. "While I was not able to convert him, the black phoenix has been driven from the grove. For now, harmony has been restored to the forest."

Just as the phoenixes began to cheer, monstrous brown, grey, and black bats swarmed around the birds and began to tear into them. The brutal attack injured many of the screaming creatures badly enough to force them to burn and regenerate into chicks. Terrified avian creatures fled offstage, carrying the shrunken forms of their flockmates.

For the final and most important scene, the phoenixes rested. While the golden phoenix, now a tiny chick, shivered at the head of the flock, I crept up behind the stage, projecting my voice. "It seems that I am not the only one who has been driven from my home. I fled out of an unwillingness to attack my own flock, but something clearly defeated you. Do you see now that the power of a herbivore is not enough? Will you finally accept the powers that I offer?"

One by one, the phoenixes accepted one of the clumps of mice that I held up to them. Soon all but one firebird had turned charcoal black: Antenna. I flew up to the stage and circled around the indecisive bird. "Do you wish to be forever banished from the grove? Cursed to wander alone, a weak, powerless creature? Accept your true form, and you will have the power to conquer your enemies and reclaim the forest."

I couldn't decipher the expression on Antenna's face as he stepped over to me and accepted my mouse. It faintly resembled a hesitant longing, mixed with deep fear and guilt. That look quickly disappeared as black ink spread through his feathers. He spread his still small wings and flew to the back of the stage, toward the twisted bats, leading the flock of dusk phoenixes. He couldn't hide the joy that he felt as he burned the bats into unconsciousness.

I spent the rest of the day planning patrol routes with Spinneret, Rostrum, Mandible, and Stemmata. We couldn't exactly monitor the entire hive with only six changelings, so I divided four six-hour one-changeling shifts to cover the rooms that were currently in use. Antenna and I couldn't have official shifts as he wasn't yet trustworthy enough for duty and I would be in Canterlot for most of the week. On the days that I was present, I would spend a six-hour shift covering the outskirts of our reclaimed territory, and then spend the rest of the day organizing hunting parties, capturing eggs, seeking out potential renegades in the corrupted hive, luring in those renegades, and performing pleasurable activities, like sparring, writing propaganda scripts, and searching through the hivemind.

The next day was a flash of guard duty, capturing fifty eggs from several different nurseries, and sparring with Spinneret. After I had finished dispatching the orange-eyed architect's impressive resistance, I spotted a pair of envious red eyes inside of an entrance tunnel. Seizing the opportunity, I chuckled and hissed, "Do _you_ want to go next, or are you too much of a coward?"

The blood-shelled warrior puffed himself up, hissed, and replied, "I am perfectly capable of a simple sparring session. If you insist, I can defeat you right now."

I crouched at the side of the sparring chamber, watching Antenna take his own battle stance. He was attempting to seem calm and aloof, but anyone who took a decent look at the warrior could easily see how excited he was. I decided to make the first move. I blasted a glob of wax at his head and jumped into the air, allowing myself to flip out of the way of Antenna's counter-attack. I summoned a shield to block his next few attacks as he drew closer and closer to me until he was only a few feet away. Then I dropped my shield and threw a hoof down into his horn before he could fire his final shot, disabling him long enough for me to cocoon him.

After I had split Antenna's cocoon open, I met his snarling, disappointed face with a challenge. "You are still quite powerful, but you're also out of practice. I suggest you try fighting Spinneret or Stemmata first, then Rostrum or Mandible, and then we'll see if you can offer a proper rematch. Do you think you can re-hone your combat skills before my next return from Canterlot?"

The red-eyed warrior couldn't hold back a grin, "Of course I can! I just hope that _you_ won't go soft, alone in a city filled with defenseless ponies."

The moment of my departure came far too soon, but I was comforted in my flight by a glimpse of Antenna sizing up the other changelings. Hopefully, he would be ready to join his first post-restoration hunting party in a few weeks.

Over the week, I learned to create a complex crystalline golem, heal broken bones, summon an elastic shield, increase the space inside of an object, transfigure a goblet into an alligator, cause materials to melt into lava, and brew a dragon-breath potion. I was also forced to sit through a lecture on the power of the crystal heart. Thousands of enchanted objects could hold back cold weather, so the gigantic love-focus was barely more than an overpowered space heater. What a ridiculous waste of perfectly delicious love.

After conquering the melting spell, I easily defeated Golden Sun in a test of mastery. While she merely melted a rock, I turned a nearby glass to molten sludge and sprayed a glob of it directly into the center of another container. Irritatingly, my crystalline golem: a clear quartz serpent, couldn't quite match the wretched pony's pink diamond dragon.

Before I left my dorm on Friday night, I lifted a red flask from my bag. I had snuck a small dose of dragon-breath potion from my caldron after all of the other ponies in the classroom had gone off to lunch, and now, it was time to test its effects. I suspected that permanent potions would eventually wear off if used on changelings, due to our natural transformation-based magic, but I needed to know for sure. So, I would use this potion: one with positive effects. I held the flask of deep scarlet liquid to my muzzle and swallowed the draught, and then exhaled a cloud of fire. I would try to breathe another flash of flame once I had reached the hive.

After taking my bat-pony form and setting off for the changeling kingdom, I set a few bushes on fire to prove that my transformation hadn't nullified the potion. Then I glided out over the sickeningly bright Equestrian lands, motivating myself with the thought of my coming battle with Antenna.

I landed just outside of my hive's hidden entrance tunnel, far out of sight of any beetles, and removed my disguise. Then I opened my snout and tried to summon a cone of fire from my lungs. Only a quick rush of air materialized. So, my hypothesis was correct. Permanent draughts did not have lasting effects on changelings.

I excitedly searched for Antenna while Spinneret related the hive's newest developments to me. An acceptable number of grubs had hatched, an increased number of eggs had been captured, and a new possible renegade beetle had been identified: a bright purple male with green eyes named Pincer. I was about to ask the orange-eyed architect for more information on the beetle when I stepped into a training room and found Antenna waiting for me, grinning smugly.

The red-eyed warrior pawed at the rocky ground, his eyes seething with anticipation. "I've reclaimed my old combat skills. I don't have much use for them, but they do provide some entertainment in your near-empty hive. The last time we fought while I was at full strength, the only reason that you didn't lose was that you had two other changelings backing you up. Let's see if you've gotten any stronger since then."

This time, I waited for Antenna to attack first. We held still for a few seconds, watching each other's eyes until Antenna fired a blast of wax at my wings. I rolled out of the way and pulled myself up into a hover, before throwing a foul-luck charm down at my opponent. The recovering warrior blocked my blast and coated himself in ethereal green flames in preparation for a tackle. He charged at too great a speed for me to dodge out of his path, so I summoned a shield. I hadn't expected the amount of force that his crushing body slam would have behind it, so he crashed through my hastily constructed barrier, forcing me into the chamber's rocky wall. Just before Antenna had the chance to cocoon me, I hurled out a burst of magic, throwing him off, and bit down into his neck, pummeling his underbelly with my front legs and forcing him to the ground. I almost pinned him, but he managed to teleport out from under my hooves. That massive expenditure of magic clearly exhausted him, but he still worked up the energy to cocoon my wings before I realized that he had appeared directly above me. Antenna's grin became nearly maniacal as he aimed another blast at my face. I blocked the shot and decided to try a new tactic, one that he wouldn't expect. I activated the earth-shaking spell and ripped a claw of stone out of the ground, gripping the red-eyed warrior and crushing several of his ribs. While he was too distracted by his pain to avoid me, I quickly cocooned him.

Antenna hissed in disappointment as I pulled him out of his cocoon. "How did you pull up that much rock without passing out? And what was that first spell you used? Stemmata's an enchanter, and even he didn't use those spells!"

I smirked, "Not all pony magic is useless. I've uploaded an entire library of new charms and enchantments to the hivemind if you want to look at them. There are some decent fire spells that you might like."

His ears flicked up, "_You _used _pony _magic to win a flight. I thought you despised everything that they stood for. Enough to give up unlimited love just to avoid being anything like them."

I snorted, "I rejected Thorax's hive of disgusting beetles because their way of life left me crippled, purposeless, and miserable. I'm a warrior, and I'll never give that up. Invasions, hunts, and even guard duty are what make me feel valuable. Even the less combat-related facets of the swarm are far more enjoyable than anything I could do as a beetle. I'm good at spy-work, I like building traps out of wax, and I love working with magic. Thorax never let us _do _anything. The beetles have nothing but free time, they just distract themselves all day. You must have felt that too."

Antenna looked down at his hole filled hooves but didn't voice any reply. He flew off back to his chamber, presumably to practice new magic. Once he had gone, I buzzed off to find Spinneret. It was time to learn more about Pincer, our potential new hivemate.

Soon I was flying out to find Pincer in the form of a light blue beetle with deep green eyes. From what Spinneret had told me, I knew that backup wouldn't be necessary for this capture. Pincer had been an architect; Spinneret had passed by his squadron while expanding the hive's upper tunnels. Lately, he had been surreptitiously galloping down into the forest to work on less beetle-approved projects. Apparently, he had built a labyrinthine tunnel system filled with traps right under Thorax's nose.

The entrance hole to Pincer's miniature hive was well hidden, blocked from aerial view by a decently sized oak tree. I flicked my forked tongue in the air around the tree's base, detecting a fresh beetle scent that had definitely been left recently. As my quarry was probably already inside his tunnels, I blocked the system's opening with a thick sheet of rock after lowering myself inside.

Deciding to test how opposed Pincer already was to the corrupted hive, I decided to remain in beetle form for the moment. I hovered slowly through the tangled corridors of the architect's nest, keeping my buzzing wings as quiet as possible. I would stay silent until the purple beetle was clearly in my sight, and then… I would see how it reacted.

The tunnels went on for miles, leading deeper and deeper into the earth. The twisting corridors were impressively difficult to navigate, but I knew that I was getting closer to Pincer as the walls' colors brightened from blue-grey to the arctic blue of newly laid beetle wax. I continued down until I heard the definite sound of a creature humming. I hung down from the ceiling and stalked forward to get a good look at him. Pincer's wingless, humped form was busily blasting through bits of rock and then covering the walls left behind with a shiny blue coat. Quickly fabricating a beetle-like response, I gasped loudly, causing him to jerk up in fear. "Pincer? What are you doing!? How could you create something this horrible and twisted? You know that our homes are welcoming to all visitors now, not hostile and confusing! What will Thorax do when he hears about this?"

The purple architect began to shiver, backing into the wall, before finally shouting. "I just wanted to build something interesting again! Sculptures are _junk, _and digging out tunnels in straight lines is _painfully _boring! I don't care what Thorax thinks, if I have to, I'll just leave his hive! Life as a rogue changeling has to be better than sitting around without anything important to do every day."

I jumped down next to my target and grinned. "Don't worry, Pincer. You don't have to be alone. Not all changelings have given up on the old ways."

I let my disguise burn away and let the green-eyed beetle gape at my true form. Then I offered him my hoof. "Come with me, and you can have your wings, your job, and your life back."

Pincer took my hoof and allowed me to carry him back to the hive. He let out a few tears when we entered the un-corrupted maze and barely resisted as I pushed him up to the broken sunstone. Spinneret cackled in delight when I brought the green-eyed changeling's unconscious body to him. I hadn't noticed how much he had missed being around other architects.

The next few weeks passed smoothly. The hive gained hundreds of new eggs, hatched hundreds of new grubs, and watched a few entire clutches of grubs start to mature into nymphs. I learned several new useful spells, sparred with Antenna every weekend, and even practiced fighting against ponies by training with Brass Heart, though he didn't exactly fight like a pony anymore. He seemed to have adopted a strategy similar to mine: attacking from a distance whenever possible and moving too quickly for an opponent to land a hit. Under my tutelage, he had mastered some of the spells that had proved too difficult for him when he had studied them alone. He had also developed a ravenous appetite for meat; he actually preferred it to the occasional fruit that I offered him. I respected the determination and battle-lust that had separated him from others of his kind, and often wished that he wasn't just a pony. He would have made a wonderful changeling.

Soon, while I flew to Canterlot, I noticed that the trees around the city had begun to develop red, orange, and yellow leaves. Eventually, while I worked on a fang-growing draught in potions class, I heard the professor speak of a holiday called Nightmare Night when permanent potions would be easiest to enchant. Apparently, it was the best night for brewing the most difficult mixtures, such as transformation potions. He promised that we would brew a potion to transform our class rat into a snake that day. That promise gave me a certain idea: one that could help speed up the hive's recovery exponentially.

After school, I sat at my dorm room's desk and perused my potions book for a transformation potion. First, I found the snake-transformation potion that our class would use on our test-rat. Then I found something closer to what I wanted: a pegasus transformation potion. It was difficult, but it was possible to permanently change a sentient creature into another sentient species. I looked at the recipe, and then I turned to a griffin-transformation potion. As I had expected, the two draughts were nearly identical. There was only one varying ingredient: a small piece of the creature that the potion was made to transform its subject into.

I summoned a cauldron on top of my desk and began to collect the objects necessary for my plan. Over the next month, I collected a bottle of tadpoles, the fang of a shedding snake, the cocoon of a butterfly, a newly fallen autumn leaf, and the dropped tail of a brown anole lizard. Soon there was only one piece remaining: the blood of a changeling.

After I finished the week's training session with Antenna, I finally decided to offer him a spot in my latest hunting patrol. It would only take us a few miles away, and the town that I had selected as our target was quite small and very weak, so the party would only consist of Antenna, Spinneret, and myself.

I could see that Antenna was uncomfortable as we flew out toward a tiny village. I tried to reassure him, "This raid should be incredibly easy. The settlement that we're targeting only has thirty inhabitants. It's also new enough that the settlers won't know each other well enough to recognize any anomalies with their neighbors. They aren't changelings, they're just walking bags of love."

We hid in a large maple tree in the forms of crows to examine the area. There were around twenty thatch houses, arranged in a circle around a log town hall, a small market, and a tiny clinic. The residents were mostly earth ponies, with one or two pegasi. I turned my beak to Spinneret and Antenna. "Since this township is so small, any disappearances will be noticed, so we should aim to capture all of its residents. We'll start with the outer rings and make our way inward. Teleport the cocoons of any ponies that you capture back to the storage room in the hive. Remember, we shouldn't drain any of these creatures dry: our numbers of nymphs and grubs are multiplying rapidly, they'll need more prisoners to feed off of."

We flew through the window of our first house, finding a lone stallion. I signaled for Antenna to take the shot. He hunched over and clawed at the windowsill for a few moments, contemplating what he was about to do, and then burned away his disguise, easily cocooning the terrified pony. He froze over his prisoner's wax encased body, most probably panicking at the thought of the implications of his action. Thorax was already unlikely to take him back due to his need to feed on love, and now he had proven that he was capable of attacking a defenseless pony. I walked up and teleported the prisoner into the hive's larder, ensuring that the red-eyed changeling's action was irreversible.

We made our way through ten other houses before coming across several empty homes. It appeared that the settlement's remaining inhabitants were in the town's center. It would be a waste of time to lure the ponies away one by one, so I decided to take them all out at once. I asked Spinneret to set up an entrapment ward around the center, and watched as a giant green shield materialized around the few remaining targets. The pastel creatures gasped and stared at their dome-shaped prison before melding into a seething, screeching mob. Antenna hesitated at the sight of the terrified animals, before revealing his true form along with Spinneret and me. We hissed, took flight, and chased down the fleeing targets, quickly cocooning all of them. Antenna barely suppressed an obvious smile on the flight home, eventually losing his usual composure and hissing, "That was so _easy! _The entire village went down without even trying to fight! That raid was so fast that it was _hilarious!" _ He took a deep breath to collect himself, and finished with, "I'll join the next one too if you'll have me."

It seemed like only a few weeks before the day of Nightmare Night. I brought Brass Heart's cocoon to Canterlot with me for my experiment. Potions class was the perfect time to test my ability to brew a permanent transformation potion. My horn shook as I lowered the fateful ingredients into my cauldron, and my awful flat teeth nearly crushed my tongue as I finished the enchantment, but when the time came, when a drop of my potion was administered to the class's rodent, the rat began to hiss, its fur fell out, its legs melded into its body, its face flattened out, its teeth sharpened into fangs, and its tail thickened and lengthened, leaving it as a neon green mamba.

After the school day ended, I rushed to my dorm and brought out my cauldron. I diligently prepared and dropped in each ingredient, before opening Brass Heart's cocoon and turning away for a second to slice open my hoof and let a few drops of acid-green blood drip into the potion. After the fluid had disappeared into the liquid, the draught let out a blast of green fire and darkened into a deep black. I shouted a prideful, "YES!" and turned to force a few drops of the draught into my pony prisoner, only to find that it had disappeared.

How could I have been so stupid? Of course, Brass Heart would run away, as strange as he was, he was still a pony, and I had brought him right back to the city that had been his home for most of his life. I snatched a long hair from his cocoon and cast a tracking spell.

Brass Heart had learned more than combat skills through his time in the hive. He led me through a maze of huge buildings, constantly shifting his trail to a different set of back-alleys. He finally appeared to stop at a small house. I peered in through a window and watched him stalk up behind a unicorn mare with the same brown coat color as his. Once he was within a few steps of the mare he whispered, "Mom?"

The mare screamed and turned to face her son with terrified eyes. "Y-you aren't Brass Heart! Brass Heart's dead! You're a changeling! I don't care what the princesses say about a changeling reformation, you kidnapped me and you killed my son!"

Brass Heart's mother threw blast after blast of magic at her son, though they shattered upon contact with his well-developed shield. He snapped out, with a slight hiss to his voice, "I'm not a changeling! Why are you attacking me? And why is your magic so weak? Just listen to me!"

He attempted to get through to his mother for almost a minute, before finally blasting her into a wall. She screamed for help, but the room was too heavily soundproofed for anyone to hear her. Brass Heart hissed out, "I barely even tapped you with that blast! I don't want to hurt you, I just want you to listen to me!"

After thirty minutes of desperate attempts to get through to the mare, he finally gave up. He stalked out of the house and jolted when he saw me waiting for him. He finally stammered out, "I don't want to stay here anymore. Please take me home."

I brought Brass Heart back to the dormitory, taking note of how he didn't try to run and warn any of the ponies that we passed by of my true nature. Finally, I reached my room and brought out my flask of transformation potion. "Brass Heart, if you let me, I can make it so you don't need to go back into a cocoon. I like the way you fight, and the enthusiasm for battle that you possess. If you drink just a few drops of this potion, I can make you a changeling."

The brown pony walked up to me in silence. He stared down at the onyx-black vial that I was holding out to him, and, in a single second, chugged down the entire draught. I gazed down in awe as the pony I had trained with for years screamed and burst into flames. He blackened and twisted, changing rapidly until he sat before me as a brown-eyed changeling.

Brass Heart slowly climbed to his hooves and rasped, "So, what will my patrol route be? Where will my sleeping hole be? What will my _name_ be?"

I looked over the new brown-eyed warrior. His shell was nearly as large as Carapace's had been. "Would you accept Elytron? You can patrol the outer tunnels around the new inhabited area, and you can sleep in the main hall with the rest of the swarm."

He looked to his new wings and shell, "Elytron. I'll take it. Now, let's go home."

I helped the new changeling transform into a small serpent and wrap himself across my bat-pony form for the trip. While he rested in his newly selected sleeping-hole, I explained my discovery to the other changelings. Stemmata was particularly impressed with my new method of increasing our numbers and demanded that I tell him the entire process involved. Spinneret hovered to my sleeping hole with me, talking about the new arrival. "You've been training with him for a _long _time. I'm glad he got the chance to be more than just a pony."

Within a couple of months, the cold winds had completely stripped Equestria's trees of their leaves. I was glad to have my heavy coat to keep me warm in the new heavy snows. One day, during elemental magic class, we ventured outside to learn how to command the snow and ice. Golden Sun summoned small flurries of snowflakes while I called down a raging snowstorm into the courtyard that nearly buried the other students. I chuckled as she dug herself out of the snowdrift I had blown her into, though her smile lessened the gloating experience. Transfiguration was a breeze; I transformed a mouse into a fully grown anaconda. Charms was unpleasant, as Golden Sun spent half of the class in a disgustingly sloppy kiss with her mate and then upstaged my four-foot-long ice spider with a twenty-foot-long scorpion. Finally, I sat in friendship class. We were going over a particularly horrifying event that day: the expulsion of the changeling swarm from Canterlot.

I shuddered as the professor explained how the alicorn princess that I had helped trap in the crystal caves joined her strength with Shining Armor's to form the blast that had crushed hundreds of changelings into a green paste on the city's walls. "Princess Mi Amore Cadenza and Shining Armor didn't defeat the changeling horde with strength alone. When they embraced, they harnessed one of the purest forms of friendship: true love. This power formed a great blast of love energy, forcing the evil creatures out of their city. Always remember that in times of great need, this magic can make even a seemingly hopeless fight an easy victory."

So that was how Carapace had died? A couple had decided to hug at the worst possible time? This was what was so terrifying about ponies, insignificant actions could bring about horrific destruction in unpredictable ways. I would need to take _extreme _caution when engaging them. No displays of friendship could be allowed to take place anywhere near an invasion. The strange part was that the magic of friendship seemed to only take effect with select ponies. Only particularly powerful, heroic equines could manifest their friendship as a weapon. Just as I was speculating on how to detect those monstrous creatures, I was distracted by the vile sight of Golden Sun trotting down the hall with her infernal stallion lover. As annoying as she was, that mare was powerful, and she possessed a deep bond with another pony. She was definitely a serious threat. I needed to make sure that she didn't escape my attention.

I returned to the hive to find that the first batch of nymphs had entered their second maturation period, and had closed themselves off in their sleeping holes. Several more clutches of grubs had either hatched or begun the transition into nymph form. Within a few weeks, the hive would have fifty-eight fully grown warriors.

I watched Elytron fly through his patrol route, appearing as much like a changeling as any other members of the swarm. He finished his patrol, flew down to the training room, and began to spar with Antenna. I watched the red-eyed warrior charge at his brown-eyed opponent. "Were you actually that brown pony that Stinger sparred with? Why would you want to be a changeling? Isn't Equestria a paradise of friendship and love?"

Elytron ducked under Antenna and blasted him in the stomach, throwing him into the ceiling. "I can't fit in with ponies anymore. I know I can't-I'm too violent, and I love meat, and I can't stand how cowardly and petty they all are. Before I was kidnapped by your swarm, I didn't have the talent or the willpower to make anything important of myself. I was just a part of an orchestra: nothing interesting ever happened to me, every day was just the same. Here, you never know when something interesting will happen, and everything I do actually matters, even when it is repetitive."

Antenna kept his distance and dodged the opposing warrior's next few attacks, waiting for an opening. Eventually, he managed to get out of Elytron's field of vision and struck, biting down on the brown-eyed warrior's neck and forcing him to surrender. Elytron didn't seem to care, he'd had an enjoyable fight; he would win next time.


	5. Ascension

When I returned to the school the next week, the professors revealed an oncoming field trip to the School of Friendship. Apparently, it was a massive academy that had been created by the princess of friendship herself. We were to visit the day before Hearth's Warming break. Hopefully, the experience would give me more information on defeating friendship magic.

Each week, the cocooned nymphs came closer to emerging as adults. As they were growing, several other clutches of grubs began to develop into nymphs or emerged as nymphs, and hundreds of eggs hatched. Antenna continued to regularly join in on raids, though he still refused to scout possible targets in the corrupted hive or steal eggs. Finally, Elytron had adjusted better than I had ever hoped. He perfectly flew through his patrols, kept pace with most of the other changelings in training sessions, and even joined in on several raids without experiencing any problems. On one particular day, he proved invaluable in the capture of over a hundred ponies.

Due to the size of the settlement, all adult changelings were organized into the hunting party. As the new hive was much better hidden than the original, it seemed acceptable to leave the nymphs unguarded for only a few hours. I took the front position, leading Spinneret, Rostrum, Mandible, Stemmata, Pincer, Antenna, and Elytron to a small settlement on the edge of a lake.

We observed the area from behind the thick foliage that surrounded it. There were seventy houses, mostly at the edge of the water, and nearly all of their residents were unicorns. To my great pride, Elytron volunteered to disguise himself as a unicorn and infiltrate the houses one by one. He transformed into a sea-green stallion with brown eyes and a coral-red mane. His use of a fishing net emblem made him an even better fit for the town. Finally, he transfigured a fallen branch into a tray filled with cookies.

I watched the young changeling walk from house to house, offer cookies to their residents, get invited inside, and then walk back out after lighting all of the windows with a dim green flash. After an hour, all of the residents that had been inside of their homes were sitting cocooned inside of the hive's larder. At this time of night, the shops were all closed, so now it was time to sweep through the final populated area: the beach.

We soared over to the coastline and examined our next target. It was filled with ponies for about a mile, but the beach was very thin. Stemmata looked down at the sandy slice of land for a few seconds and then nodded. He could ward the area.

Once the shield had gone up, all of us released our disguises and started to run down the area's ponies. We each cocooned about five ponies each; it was over before most of them even realized what was happening. The most entertaining moment of the attack was watching Elytron dive down at a fleeing pony, block every one of its blasts, and scoop it into the air before throwing it above him and cocooning it, catching it in his magical aura, and teleporting it off.

Once I had returned to the hive I was greeted by transparent nymph cocoons showing nearly complete adult changeling drones. Spinneret walked up to me and gazed up at them. "It's time to choose their roles. They'll need to know them when they wake up."

I pointed to two changelings, the grey-eyed and blue-eyed, and easily decided, "Those two will be warriors. They've been the best fighters since the day they hatched.

Spinneret looked up and pointed to a changeling with his same orange eyes. "He'll be an architect. He's already attempted to build structures out of his wax."

We continued walking among the nearly mature changelings until we had sent each drone instructions on its future function through the hivemind. In a few days, we would have over fifty new hive-members. We were finally starting to resemble a real swarm.

When the time came to investigate the school of friendship, our entire first clutch of nymphs had emerged from their hibernation. They were architects and enchanters, spies and warriors. They would need experience before being allowed to function alone, so I sent the architects to work on building new tunnels with Spinneret and Pincer, the enchanters to work on new armor with Stemmata, the warriors to patrol and raid under the supervision of Rostrum, Mandible, Antenna, and Elytron. Finally, I brought the six spies with me to Canterlot. They wouldn't be replacing ponies yet, but they could watch me imitate Frozen Time in the forms of small lizards on the walls.

The six spies morphed into chameleons and hid in my coat pockets as I took the form of a bat-pony and raced out to Canterlot. Before the school day started, I allowed them to practice reading Frozen Time's memories and transforming into copies of him. They did brilliantly. I whispered tips on infiltration to them through the hivemind during the more boring parts of my classes, and we soon returned to my dormitory. I asked them to take the forms of random ponies and follow me through the city.

As we walked through the streets, I telepathically warned them, "These creatures may seem sweet and innocent, but never forget, this is the capital city of the monsters who destroyed the old hive and the location of the worst massacre our kind has faced in centuries. You can never give your trust to a non-changeling, or the consequences can be horrific." I pointed to a familiar white wall. "Carapace, my squadmate, was brutally crushed to death on that wall by the alicorn princess of love. All of your parents were transformed into horrible abominations by the twisted manipulation of a single unicorn. Do not underestimate non-changelings, no matter how helpless they seem."

I showed the young spies several pony shops, teaching them the basics of interacting with ponies through a day of shopping for coats, trying pony restaurants, and watching a pony theater production. Once the day had finished, we captured six prisoners to feed off of, easily surrounding the dumb creatures in back-alleys.

By the end of the week, it was finally time for the class's visit to the school of friendship. I made sure that the inexperienced disguised changelings were secure in my pockets and climbed into a pegasus-drawn carriage, watching the armored white ponies carry me over the snow-blanketed land to the strange, castle-like institution.

My chameleon-shaped apprentices lifted their heads out of my pockets in order to see the ugly pastel building as I walked through its giant doors with the rest of my class. Our professor told us to wander through the area and ask the students about their experiences. I cantered from room to room skipping past hordes of wretched equines, until I came across something unbelievable. Inside one of the classes sat a panoply of different species: a dragon, a griffin, a yak, a green pony, and a strangely shaped corrupted changeling. As I stared at the lanky, blue creature, taking notice of its long legs, short body, and translucent pink mane, I knew exactly what I was staring at. That beetle was the perfect image of an immature queen.

I had begun to lose hope in the possibility of Chrysalis's return, so I thought that I would need to keep a swarm of captive beetles to breed new changelings, but the creature that stood before me could allow me to avoid that depressing future. I needed to capture her and return her to a true changeling form as soon as possible.

I stalked up to the young queen and barely kept myself from staring. I needed to get her away from the rest of her group, then I could cocoon and capture her. "Hello. Are you a changeling? I've heard of your species. What is it like in your hive?"

She shyly replied. "We're still building a new culture after our reformation, but we mostly spend the day doing some sort of art. I really enjoy design. We've adopted Hearth's Warming Eve, though it isn't really the same as the pony version of the holiday. Sometimes we have potlucks, plays, or feelings forums, but the only events that I miss are the plays." She gazed down sheepishly, "The potlucks and feelings forums aren't really that much fun."

I put on a smile and asked, "Do you want to meet my friends? They'd love to see you."

The young queen followed me without any hint of suspicion as I led her to an empty room. I hid a raspy laugh as I instructed my disguised spies, "When I give the signal, cocoon her, but leave her face free. I want to talk to her before I teleport her back to the hive."

I led her lower into the castle's deep tunnels, seeking out a soundproofed chamber. Finally, I opened the door to an abandoned room. The blue changeling seemed nervous. I made sure to keep her calm. "My friends are all really into architecture, they love exploring castles like these."

Once my target had walked into the room, I hastily locked the door and fixed it shut with a coating of wax, signaling my spies to attack. The queen's deep blue eyes widened in terror as the six changelings jumped out of my pockets and took their true forms, cocooning her against a wall. They hissed in pride behind me as I stalked up to her, removing my own disguise. "Don't be afraid. We're here to help you. You're sick, but I know how to cure you."

The queen gasped at the sight of my undisguised face. "Stinger? Why do you look like that, and where have you been?"

I tipped my head, "You know me?"

She struggled farther into a corner, "I'm Occelus. I watched you all the time before the reformation. You were the strongest warrior that I'd ever seen. But I thought you had changed with the rest of us!"

I hissed in shame, "I did change, but I found a way to undo the transformation. I can make you a real changeling again, a queen."

Occelus whimpered, "I don't want to change. I like being like this. I don't want to hurt other creatures for love!"

I stalked closer and closer to the future queen, "Once you're out of Thorax's swarm, you'll see why I needed to do this." A well-aimed blast of wax and teleport sent her into the sunstone's room, far out of the range of anyone who could try to rescue her.

By the time I was flying back to my hive, no one had noticed Occelus's disappearance. My apprentices cawed loudly behind me, celebrating their success as we made our way to the main hall. I called my six fully-grown changelings to me to watch our new queen's transformation. Antenna could barely stand to watch as I pushed the cocooned, lanky form up to the sunstone, and most of the others stared silently down with a hopeful gaze, leaving only Spinneret to ask, "What will happen when she wakes up? She has no idea how our hive works, and probably still wants to act like a reformed changeling. She can't lead!"

I coldly replied, "She won't, at least for a while. She can't adjust to her new role instantaneously. We'll give her more and more responsibility over time. We just need to get her used to invasions, raids, and secrecy." I watched Occelus whimper in fear as her transformation flames burned away her cocoon and melted her into a new form. Her chitin turned hard and black, her horn twisted into a forward curving spike, her teeth sharpened into fangs, her wings freed themselves from beneath their shell, her mane and tail separated into disparate strands, and her legs filled with holes. She was beautiful: a short, young queen with blue and red split irises, a pink mane and tail, and a red shell.

The other changeling's joyful eyes followed me as I picked the new queen up and carried her to the throne room. Even unconscious, her graceful form looked perfectly majestic on the dragonfly-wing throne. I posted two of the new warriors outside of the chamber to guard her and flew back into the main hall to plan hunting patrols.

After I had watched Mandible, Rostrum, and Antenna fly off on a raid, I passed several patrolling warriors on the way back to Spinneret, along with a room filled with enchanters working on new pieces of armor, and another chamber of spies refining their facades with each other, before finally meeting Spinneret leading a team of architects in the construction of new tunnels. Spinneret informed me of a new possible target, the perfect target for our current situation: a spy named Cercus.

Elytron and Spinneret followed me to a small camp of miners at the side of a mountain in Equestrian territory. I wouldn't have been able to spot the infiltrator if Spinneret hadn't revealed the cocooned body of the pony it had replaced. It was easily interacting with the other miners, giving off a hint of joy every time that it lied to them. I lit my horn when the group was looking away and summoned tiny hints of gold dust in the dirt, leading up to Spinneret and Elytron in the woods. Then I gave the spy a quick mental nudge to look behind it. As I had expected, it neglected to inform its companions of the find and trotted after the dust trail on its own, walking right into three cocooning blasts of wax.

When we threw the spy up to the sunstone it cackled in joy. "I knew it! There were other changelings that refused Thorax's commands! Do you already have an assignment for me?"

As the drone started to run out of energy, I replied, "Yes, in fact, I do. You are to train six newly emerged spies and infiltrate Celestia's School for Gifted Unicorns in the disguise of Frozen Time. I will send you my memories of my time as him to help you better acclimate to the role, and you will leave in a few weeks. I am proud to have a changeling as passionate as you in my hive, Cercus."

I finally had a real spy to gather information on pony magic! Now I could focus on organizing the hive and teaching Queen Occelus about her new situation, and allow Spinneret to go back to being a full-time architect. I proudly fastened my commander's armor around my head and torso. It was almost time to invade the corrupted hive. I needed to ensure that I was prepared.

While I waited for Occelus to recover, dozens of clutches hatched, many grubs began to develop into nymphs, and several hundred nymphs entered their final transition into adults. If new changelings continued to develop at this rate, the swarm would be ready to stage an attack on Thorax's vulnerable hive by midsummer.

I was informed of the Occelus's imminent awakening by the newly armored guards that I had placed in front of the throne room. I buzzed through the entrance and landed before the throne to find the young queen (princess?) slowly opening her eyes. Before she could attain full awareness of her surroundings, I offered her a cocooned pegasus. After her reflexive feeding response took effect, she snapped into consciousness and screamed, stumbling onto her hooves. She was still slightly shorter than me, but her fangs, dark chitin, hole-filled legs, delicate hair, and doubled irises made her seem far older than she had in her beetle form. Once she had taken in her surroundings, I attempted to snap her out of her panic. "You told me that you were born before the old swarm's corruption. Who were you? What was your assignment?"

Princess Occelus gasped for breath, before gathering her thoughts and replying, "I didn't have an assignment. I was just a nymph. I was best at disguising myself and hiding in plain sight."

So, she was a _very _young queen. Princess did seem to be the appropriate description. "What do you currently wish to do, my princess?"

The pink maned princess flinched at her new title, before whispering, "I want to regain my reformed body and return to my friends." She gained a flicker of confidence mid-sentence, finishing with, "Then I want to reveal your hive to King Thorax, so you can't hurt anyone else like you hurt that pony you're holding in a cocoon."

So, she was still loyal to Thorax. Six months among true changelings would hopefully fix that. I kept my voice steady as I continued, "It is not possible to return you to your beetle form, and I can not allow you to reveal my swarm's location to the false king Thorax, but I could bring you your friends. Would you prefer them cocooned, or converted into changelings?"

Occelus let out an involuntary hiss of horror. "No, don't kidnap my friends! And… What do you mean by _convert _them… That isn't possible!"

"Very well, your friends will remain unaccosted if you wish." I puffed up with pride, "But if you reconsider that choice, the potion that we have recently invented to turn other creatures into changelings is quite painless and very effective. Talk to Elytron if you want more details. And I'm sure that, in time, you will grow to appreciate your regal form far more than your past one, and realize how much more fulfilling life as a true changeling is than the shallow perversion that Thorax offers."

I left the princess to rest that night and returned the next day to find two familiar young warriors inside the throne room with her. I disguised myself as a stalagmite before any of the chamber's occupants could notice me and discreetly listened to their conversation.

The grey-eyed warrior spoke first, peering up at the princess's moping form. "Did you really live in the corrupted hive?"

His blue-eyed partner continued for him, "Is it as horrible as Commander Stinger says?"

Occelus turned to the drones and stuttered, "N-no. Thorax's hive is wonderful! The changelings there never feel hungry, and spend all day making artwork, holding potlucks, speaking in feelings forums, and spending time with friends."

Her audience listened to her description with terrified eyes, before finally hissing in disgust. The grey-eyed drone composed himself enough to reply, "That sounds awful! You _never _got to eat fresh love, or go on hunting parties, or spar with each other?"

The blue-eyed warrior rubbed her shell with his wing, "It's alright now. We'll teach you how to be a changeling again! You can practice hunting and fighting with us, and we'll fetch prisoners for you to feed off of until you're all fixed. I'm sure Commander Stinger will let us, he really cares about helping every changeling he rescues."

Occelus took a moment to really look at the changeling in front of her and asked, "How did you two end up here? And what do you mean when you say Stinger _rescues _changelings?"

The answer to her question seemed to disturb her for some reason. "Commander Stinger took our eggs out of the corrupted hive and cured us with the sunstone: the same thing that he used to cure you. One of the most important duties in the hive is to rescue eggs and changelings that want to defect from the corrupted hive. It's so dangerous that only the changelings who have lived under Thorax's rule are allowed to do it."

The jagged-fanged partner added on to his squadmate's sentence, "The commander always leads the missions to rescue corrupted changelings himself. I think he feels guilty for letting himself get corrupted by pony ideology in the first place. He really hates them. I've heard from some of the spies that the ponies killed one of his closest brood mates right in front of him… We should go back to our patrol routes now before someone notices that we're gone. If you want to train with us, just ask for Chelecara and Scutellum."

After the two warriors had left the room, I burned off my rock disguise and walked up to the princess. "Those two are the most promising of the changelings we've hatched so far. They love to fight and can defeat any challenger in their clutch. You would benefit greatly from training with them."

The princess grit her teeth, "I don't want to fight _anyone!"_

I chuckled, "I know a warrior that said the same thing only a few months ago. He's leading a raid on a sheep village right now and enjoying every second of it. All changelings love to fight, it's just what we do. How would we survive if we couldn't bring down our prey?"

The red-shelled princess closed her eyes in exhaustion, "We would live in peace, and share our love with each other. You don't have to live like this, you just want to."

I gave her an accepting nod, "I do enjoy being what you would call an evil changeling. But I couldn't regain my life as a beetle even if I wanted to, and neither could you. Try sharing your love with me right now. It won't work, several others have tried before you. I'll assign Chelecara and Scutellum to be your personal sparring partners and attendants. In a few months, you'll be leading invasions for pleasure."

I felt a stab of guilt when Occelus folded over in her throne and whimpered, so I attempted to console her. "You'll get to chose what kingdom to attack. You can avoid invading cities that you like. You can even convert creatures that you have a special fondness for. You'll love it in time."

The red and blue-eyed princess refused to draw love from prisoners for about a week before finally becoming hungry enough to feed off of the cocoons that her attendants brough her. A few days later, she began to spar with the young warriors. She lost every session, even though the drones went _very _easy on her, but she was slowly gaining combat skills. Her favorite activity seemed to be carrying out mock invasions with wax dummies. The growing spark of fighting spirit that became visible in her eyes when she was mauling a target filled me with a hopeful pride. The swarm's activities continued normally until Chelecara and Scutellum came to me with the news that the princess was distressed to be missing a holiday: Hearth's Warming Eve.

I buzzed into Occelus's throne room with Spinneret at my side and asked the princess how the holiday was celebrated. She listed a strange set of steps, and seemed extremely pleased when I offered to help her follow them in the new hive.

Her checklist seemed relatively easy to follow. It actually reminded me of a holiday I had celebrated a very long time ago. It was also vague enough for me to slip in more entertaining activities. First, she wanted to build a fire, so Spinneret and I conjured a large pile of wood and set it ablaze with a bag of salamanders that Antenna had collected. Then she wanted a giant bowl of punch, so Spinneret constructed a pool-sized cauldron out of wax for Stemmata and me to brew a massive quantity of dragon's breath potion in. It tasted delicious, and allowed me to plan a tournament where competitors would try to defeat their opponents with firebreath alone. Antenna was the only changeling willing to sing carols, so Occelus settled for telling stories instead. Next she wanted to put up a tree, so I transfigured a rock into a large crystalline maple tree with branches that formed a pleasant canopy. Finally, exchanging gifts was the easiest activity to set up. Each changeling old enough to do so would find or conjure an item to set in a large pile that would be handed out randomly at midnight.

Princess Occelus spent most of the night sitting near the crackling fire under the crystal tree. She watched the slithering salamanders while most of the hive's drones took doses of dragon's breath and gathered around the large chamber we had selected for the holiday festivities. Antenna and I fought the first battle of the tournament. I could feel the young monarch's impressed gaze on my back as I dodged the red-eyed warrior's blasts of flame, lured him under a wax stalactite, and melted the structure, trapping him inside.

I sat next to Occelus while Chelecara and Scutellum battled. Neither of them seemed to care about winning; they were laughing as they danced around each other and aimed quick blasts of flame. The young princess seemed quite nervous, flinching each time the grey or blue-eyed warrior came close to scoring a hit on the other. "How can they be so calm? They're burning each other!"

It was strange to realize how brutal simple sparring looked to an outsider. "They can easily repair any injuries that they sustain, and their chitin weakens painful sensations significantly. They're just having fun."

Occelus didn't fully understand the harmlessness of the tournament until Chelecara finally blasted his broodmate clean in the abdomen with his flame breath. She gasped as the defeated combatant tumbled to the ground, but stared in wonder as he shifted away his injuries and stood up smiling a moment later.

After the tournament had finished, the time came to tell stories. I, of course, was the first volunteer. I hovered above the fire pit and began the tale of Scarab the Explorer.

_There was once a young changeling spy named Scarab, who had always loved to learn as much as he could about the world beyond his hive. He had spent his entire nymph stage drawing information about distant lands from the hivemind, but he had noticed that there was a strange lack of detail on a single kingdom. He knew that, in a distant gorge, there lived a great civilization of centipedes, but he could find no records of their culture, magic, or knowledge. And so, on the day he was to receive his assignment from the queen, he asked her to send him to infiltrate the centipede nest. _

_Scarab traveled for six days and six nights and finally came to the gorge. It was a great rocky valley beneath high cliffs of red clay, sliced through by a rumbling river. Inside of its walls there were hundreds of holes that seethed with centipedes of deep shades of red, green, blue, brown, and black. He watched them from above for several hours, before deciding on his target. He followed a lone black centipede as it climbed up one of the giant clay walls, cocooned it from behind, and dug a short tunnel to hide it in. From the centipede, he drew knowledge of its society. Its people dug elaborate nests inside of the gorge's walls to mine powerful crystals that could store huge quantities of energy. They lived together in units for protection, but jealousy hoarded their own crystals, as they were used to store sustenance for the long, terrible dry seasons._

_Now that he knew the basic workings of centipede society, Scarab took on the form of the creature he had captured and climbed down into its former home. Over the next few months, he lived among the centipedes, drawing love from the unit of the one he had replaced, and mining thousands of crystals. When the queen finally called him back to the hive, she was so impressed by his discoveries, along with the love he had stored in his crystals, that she allowed him to keep several of the precious objects, along with the centipede captive he had taken, and gave him free choice of his assignments forevermore._

Once midnight had finally come, it was time to exchange gifts. Over the night, hundreds of changelings had set their offerings into two piles. One for the nymphs, and one for the adult drones. As was befitting of her status, Occelus picked her package first: a carefully wrapped flat shape. As she cleared the thin wax covering from an intricately carved jade moth, she solemnly whispered, "It's beautiful."

The first gift was clearly Spinneret's, only he could create something like it. His proud smirk also helped to give him away. My gift went to Stemmata: a book of combat maneuvers. He opened them with a pleased hiss. I received Antenna's creation: an old spell book that he had taken from one of his captives in a raid. I looked over to him and nodded in gratitude. The reminder that the warrior had reclaimed his passion for combat was a better gift than the object itself.

After Occelus had regained a fervent love of combat, I decided that it was time for her to choose a target for the first time. There were several nearby villages suitable for invasion, but I predicted that she would be hesitant to plan an attack, so I sent Elytron to speak with her first.

The red-shelled princess lifted herself up in interest when Elytron stepped up to her throne. He put on a comforting smile and soothingly spoke, "Hello, your majesty. My name is Elytron; I'm one of the hive's warriors. I'm here to ask you which village you would prefer to invade today. There are three settlements with suitably low populations and weak defenses within range of a day's flight."

Occelus moaned and lowered her head. "Why do we need to invade a village? We have more than enough prisoners to feed everyone in the swarm."

Elytron flicked his ears and replied, "The hive is always growing; we should take every chance that we get to build up our food supply. Invasions are also great entertainment for all of the hive's drones. It'll help to boost morale while our swarm is still so small and vulnerable." He lowered his voice and continued, "I know you're a bit attached to members of other species. It can be hard to attack creatures that seem so much like you. But ponies really aren't worth that much concern. Almost all of them are too dumb to understand what's going on when you drain them, anyway. I should know because I didn't always look like this." He gestured to his black, chitinous, fanged body. "I used to look just like this." In a flash of emerald fire, Elytron was Brass Heart once again.

The brown-eyed warrior smiled proudly, "I was one of the rare ponies that was capable of developing a changeling-like mindset. Most creatures aren't anything like changelings. They have no ambition, battle-lust, or cunning. Once I saw what other ponies were really like, I let the commander use his transformation potion on me, and I've never felt anything towards non-changelings since." He crouched down and hissed, returning to his true form. "You'll see how it feels when you fight in your first battle. You can't sympathize with a creature that has absolutely nothing in common with you."

With the knowledge that one of the towns would be destroyed regardless, Occelus decided to attack the swampy settlement of Evergreen. At my signal, all of the fully-grown drones in the hive, with the exception of a few dozen guards, assembled into squadrons. Mandible, Rostrum, Antenna, Elytron, and I served as commanders of each of the five groups, and Stemmata, Spinneret, Pincer, and Cercus served as scouts. Most importantly, Chelecara and Scutellum formed an elite guard for the princess.

First, the scouts ascended from the hive in the forms of eagles. A few minutes later, the rest of the hive rose as a great flock of crows. We swarmed to the south, soaring over miles of pleasant forest, deep valleys, and sodden hills, until we reached a heavily forested swamp. Under the thick canopy of knotted trees, round, wooden homes stood on rickety stilts, connected by swinging rope bridges. Elytron led the charge, burning off his disguise, summoning a coat of green fire, and crashing through the roof of the nearest domicile. Stemmata's shield ward went up over the city a moment later.

I blasted through an oak-wood sphere into the center of a room filled with young mares in pajamas. They screamed and tried to hide behind their sleeping bags. I cackled as I blasted them into cocoons one by one. When I darted back up into the open air, most of the city's residents were galloping across the connecting bridges in a frenzied panic. From my vantage point, I could see that they had smooth, slimy skin, long, slender tails, fins running from their necks to the flat ends of their spines, huge, protuberant eyes, and rows of sharp teeth. I wondered why the amphibian equines weren't leaping into the water below them, until I saw the toxic green glow that had lit the murky liquid, and the paralyzed bodies that were floating in it. Stemmata's environment altering spells could be devastating; when I returned to the hive, I would have to study a few for myself.

I picked off the fleeing targets swarming between the platforms while Stemmata and the enchanters collected their frozen victims. As I cocooned the writhing horde of swamp-ponies blast by blast, I saw Occelus and her bodyguards. She was hovering over the destruction, grimacing as she watched, until one of the slimy creatures leapt up, springing almost thirty feet into the air, and landed on Chelecara's back. The young, inexperienced warrior cried out in pain as the wretched monstrosity bit down on his horn. At the sound of the grey-eyed drone's screams, Occelus let out an impressive his and grabbed the vile animal in her telekinetic aura, ripping its jaws away from Chelecara's horn and crushing its chest into an imploded mess, before draining it dry.

That first brawl was the perfect trigger for the princess's battle-lust. Once she had begun, Occelus led her guards into the center of the city's maze of platforms and cocooned dozens of the crazed hostiles stupid enough to charge at her.


	6. Battle of the Broken Hive

After the next twelve broods of drones emerged, I knew that the time to invade the corrupted hive was quickly approaching. Cercus would return from Canterlot at the end of the month. I gathered all of the changelings from the old hive: Antenna, Spinneret, Mandible, Rostrum, Stemmata, and Pincer, and held a council in the hive's deep tunnels.

Standing on the side of a jagged stalagmite, I looked to my comrades and spoke, "Before the end of June, we will be prepared to launch a devastating attack on Thorax and his hive. In order to drive the corrupted swarm to more easily accept a return to its original form and purpose, we will disguise ourselves as longma during the invasion. We will not harvest love, nor will we kill any of the beetles, excepting Thorax, if any drone has the chance to engage him, but to make our deception more believable, we will steal any treasures that we can find. That means, after you beat a few beetles into submission, glide into their rooms and steal whatever you can, even if it's useless junk. Our purpose here isn't to gain anything for ourselves, but to take it from Thorax and his abominations. Once they realize how weak and vulnerable they've become; when they're at their lowest point, they'll happily accept their old lives."

I saw Antenna flinch while Stemmata reported, "I kept a collection of longma gems for study after the invasion of their capital. If I slip into the old hive and skim a few crystals from the other enchanters' collections, I'll have enough to equip all of our drones." He finished with a snarl, "It's time for Thorax's pathetic brood was forced to realize how much it threw away in the name of its _gluttony_ and _laziness_. Their new forms aren't nearly as _wonderful _as they seem to believe."

Mandible and Rostrum followed with their analysis of the troops, Mandible started with, "All of our new warriors are excellent fighters, but they aren't used to combat in different forms. I suggest that we give a hive-wide order to begin practicing combat in longma shape."

Rostrum continued with, "We should also consider the matter of protecting our own hive during our attack. Whatever drones struggle to adjust to gem-wielding in combat should guard the queen. There's nothing else of particular value in the tunnels, so our forces would be most efficient directly around her."

After I nodded in acceptance of the pairs ideas, and Antenna tried to hide his growing sense of horror, Spinneret and Pincer rolled out something that they had clearly spent a great amount of time on: a complete map of the old hive. Spinneret spoke, while Pincer excitedly bounced behind him. "Thorax doesn't have any guards, but some of his main corridors are more commonly used than others. We should attack from this entrance." He pointed to the largest opening in the hive. "It will be the most populated, and so give us the chance to traumatize more beetles. Once we're inside, the best areas to attack will be large chambers where we can cause the most chaos by bringing down the majority of their occupants, but allow a few to flee and get others to panic. The most devastating thing that we can do here is to kill Thorax. It would prove, completely and unquestionably, that his philosophy is inferior. Everyone here knows how to reach the throne room. We should set a time, maybe sunset, to gather as many of us as we can and ambush the usurper." Antenna froze, " All of his subjects will be distracted with the invasion; without them there to back him up, he won't stand a chance."

Antenna was the last to speak. His tail was lowered and his ears were flat against his neck as he mournfully asked, "Why can't we just leave the beetles alone? We already have a hive, an army, and a queen. Soon we won't need to interact with them at all!" He arched his back and bared his fangs, "I won't have any part in this. Post me as a hive guard. I'm not going to attack other changelings, regardless of the method they use to obtain their love."

While the new changeling army trained and Stemmata gathered new weapons, Antenna spent the quick weeks before the invasion sulking in the disused tunnels. I watched the new legions of drones grow used to maneuvering, mauling, and casting elemental spells in longma form, until Cercus returned with urgent news. I gathered my council, sans Antenna, for obvious reasons, to decide how to respond to the news. I invited Elytron along for his expertise.

I stood on my high rock in the deep tunnels, fully armored, as I had been in the middle of a training session with Spinneret when Cercus had arrived, and told the spy to explain what had occured in Equestria. He lowered his eyes and began, "The ponies have just narrowly contained a threat to their sovereignty, due to the power of Twilight Sparkle, their princess of friendship, and her lackeys. Just before graduation, Canterlot was attacked by a group of creatures that had gained incredible power from an enchanted bell. The group consisted of a pegasus foal named Cozy Glow, a centaur named Tirek,... and Queen Chrysalis."

The entire council, even Elytron, gasped in shock at the final name. I hissed, "If the filthy ponies have captured the queen, we should plan a rescue mission immediately! Cercus, gather your best spies, infiltrating whatever prison Queen Chrysalis is being held in should be far easier with a small number of specialists-"

I realized that something was horribly wrong when Cercus seemed to fold into himself. "The prison that the queen is being held in isn't one that we can free her from. After they had used their friendship magic to defeat her, the alicorn princesses turned her to stone."

I sat on my haunches to process what I had heard. After years of waiting, I had long since realized that my queen might not come back, but knowing how cruel her fate was still sickened me. She had been a powerful, cunning, productive leader who had kept the swarm safe, victorious, and fed for centuries. She hadn't deserved to be frozen in place and left fully conscious as a piece of decoration.

Eventually, Spinneret broke the silence. "The last creature to be turned to stone was Discord, and he escaped his imprisonment. The queen may break free one day. Now, we should focus on building her kingdom back into something she would be proud of. If the ponies have already been attacked, then they'll be less capable of sending reinforcements to Thorax's hive during our invasion."

I picked up after the orange-eyed architect. "Our preparations are almost finished, we should be ready to attack within three days."

Cercus straightened himself up and continued, with a hint of his usual fervor, "Many of the corrupted changelings aided the ponies in the liberation of Canterlot. Their hive should be more vulnerable now than ever before. When we invade, they'll crumple like bright, colorful tissue paper."

The massive horde of changelings was so thick that it nearly clogged the hive's entrance tunnel. I stood at the head of the swarm, watching Stemmata's enchanters pass out elemental crystals while I considered the oncoming battle. Antenna was staying behind out of protest, as was Princess Occelus. I didn't resent them for it: it wasn't easy to attack other changelings. The princess would wait in her throne room, defended by twelve guards. While Elytron and the members of my council would be leading individual squadrons, I would be overseeing the entire army, tracking its movements through the hivemind as I fought. As I waited for the battle's preparations to finish, I noticed that Chelecara and Scutellum were in Spinneret's squadron. Fighting under him could be good for them, they were already skilled warriors, with some strategic training, they would make decent commanders.

Before long, Stemmata telepathically reported that crystals had been distributed to each drone, and I gave the order to take on longma forms. I selected the body of a black male with my normal lavender eyes and a green mane. After watching green transformation flames burn through the swarm, I spread my wings, giving the signal to take off, and soared out over the tangled forests of the changeling kingdom.

As we approached the rotting shell of the corrupted hive, we came across several beetles, burning, electrocuting, freezing, or otherwise forcing them into submission. I restrained myself to merely freezing the extremities of a few fleeing cowards, allowing them to return to the hive and cause a panic. By the time we finally reached its massive, open entrance tunnel, Thorax's subjects had formed a crazed mob.

I was shocked to find that a few beetles rose up and attempted to defend themselves as I charged into their home. A small group of three beetles: green, orange, and yellow specimens, dove through the air at me, firing off bolts of weak blue magic. I twisted out of the range of their attacks and soared over them, blasting a storm of ice magic down at them and leaving them unconscious on the ground. The rest of the main corridor's occupants went down quite easily. After we had desolated the initial chamber, I ordered the swarm to split up and attack each of the most populated rooms. Spinneret's squadron followed me as I took the middle path, gliding towards Thorax's throne room.

I dove down and slashed at the underbelly of a courageous purple beetle, snapped my wings shut and twirled around a blue beetle's thin magical beam, froze a column of desperate wingless attackers, and hurled a small hornless opponent into a stalagmite while Spinneret led his squadron against fleeing rainbow mob below me. Once there was no enemy left standing, we proceeded to grab anything in the area that seemed valuable and continue up the halls, sacking chambers one by one until we came to the entrance to the throne room.

As we waited beneath what had originally been the hive's spire, curled up in the shadows below Thorax's open throne room, I checked on the progress of the rest of the swarm. Each of the squadrons was making good progress. Within a few minutes, they had all reached the base of the old spire. I ordered Elytron and the majority of the army to return to the lower tunnels and continue ravaging the corrupted swarm, keeping twenty earth-crystal bearing drones with me to ensure that Thorax could not escape.

As I rushed into the throne room with Spinneret, Stemmata, Mandible, Rostrum, Pincer, and Cercus, the twenty drones that I had ordered to follow me circled around the open platform, using their crystals to craft a massive earth dome around it, trapping Thorax in his own seat of power before he even realized that he was being attacked. I stopped and lowered my head, letting out a low hiss as Thorax slowly turned to face me. "N-now, I'm sure we can come to some sort of compromise. There must be a way for you to get whatever you want without hurting anyone."

I bared my fangs in an overstretched grin. "I'm afraid that won't be possible. You see, what we want…" I dropped my disguise, taking a second to his before finishing, "Is to hurt you."

Stemmata revealed himself next, "You took my _horn,_ and told me to just be _happy_ without it."

Mandible and Rostrum followed. For once Rostrum took the lead while Mandible hissed behind him. "You crippled my partner, and told us to be ashamed of our passion.."

Cercus continued, "You ruined my home when I was too far away to protect it."

Pincer took the penultimate judgement, "You forced your ideals on all of us, and made us destroy the tunnels we spent our entire lives building."

Finally, Spinneret gave the final blow, "You tried to destroy everything that made us changelings, to make us into a perverted reflection of the monsters that killed hundreds of us."

Thorax puffed out his chest in a pitiful attempt to seem imposing. "I don't know how you hid for so long, but I'm ordering you all to reform, now. Chrysalis is gone. We don't steal love anymore."

I gave a raspy cackle, "You think you can force us to give up everything we value that easily? Even if Queen Chrysalis is gone, none of us will ever go back to following a weak, stupid, cowardly shell of a changeling like you!"

Mandible leaped at Thorax first, snapping at his face with her fangs. The usurper barely held her back with a blue shield, when Rostrum bit into his leg. While the abomination screamed in pain, Spinneret, Stemmata and I hurled wax and offensive spells at him, disabling his wings and crushing several of his ribs. Finally, when Thorax lost focus and dropped his shield, Pincer cocooned his face and Cercus shifted into a cragadile and crushed his back with a devastating tail slam. Once the green, mutated creature had been completely crippled, Spinneret lit his horn and drained every last drop of Thorax's love.

Since the battle was all but over, I picked up Thorax's corpse and set off toward the hive, coating it in preserving wax to keep its broken form as a monument for generations to come.

When I reached the hive, I immediately started racing toward the throne room. The reek of pony in the entrance tunnel whipped me into a near panic. It was a smell that I recognized. I knew exactly who I would find at the bottom of the tunnels. Golden Sun must have noticed something wrong with Cercus's performance and followed him here. I couldn't let her harm the princess!

As I neared Occelus's throne room, I heard her panicked hisses and shrieks echoing through the halls. A few seconds later, I felt her scream through the hivemind, begging for someone to help her. Something was wrong with the transmission, though. I could feel it shatter as it reached the outer border of the hive. I was close enough to hear Golden Sun's sanctimonious voice as she proclaimed, "You won't be able to call your evil horde to attack me. I've been watching you for days now, I've set anti-telepathy wards around your entire lair. Now that I've finally caught you on your own, you're going to tell me what you've done with Frozen Time!"

I flattened myself against the throne room's door and peered in. The disgusting pony had defeated Occelus's guards, though they didn't seem to be dead, and had backed the princess herself into the end of the room, screaming threats at her while the little queen hissed in fear. Seeing my chance to quickly dispatch the intruder, I silently stalked up behind her, fangs readied to pierce her neck, as she ranted, "I know Frozen Time's aura better than anyone! You didn't think that I would notice when it was replaced with something completely different?"

I was only a foot away from the enraged unicorn, just about to strike, when she whipped her tail, brushing across my face. I lunged just as she teleported away, landing on empty ground. Turning just in time, I cast a beam of magic in the same moment that she cast one of her own. Our spells connected, temporarily blocking each other. She was no stronger than she had been the last time I had dealt with her, and now I was prepared for her slippery magic. She stared in horror as I slowly pushed through her power, until she was blasted into the chamber's entrance tunnel.

The green mare looked up at me, shivering, and whispered, "Frozen Time?"

I cackled, exhilarated after my clear victory, and crooned, "Yes. At least, I'm the one that you're familiar with. Thank you for giving me so much practice in dealing with ponies! It's been quite helpful for capturing others of your breed. Now, I'm afraid, my swarm has learned all that it can from you. But I'm sure that you'll make a delicious snack."

I laughed as she fled down the tunnel. There was no way that she could navigate through the hive without a guide. She had probably used a tracking spell to find The princess, but now there was no one close enough for her to locate without some sort of biological material. This would be very entertaining. I took a form that would be both terrifying and perfect for gliding through corridors: my purple-eyed basilisk.

Golden Sun screamed as I slithered after her. I was easily keeping pace with the mare, even as she galloped at full tilt. I thundered through forges, armories, training rooms, corridors, enchanting chambers, and finally the main hall, snapping at her tail playfully until I realized that she had led me dangerously close to the hive's exit. How did she know the correct way out? I didn't see any new markings in the tunnels. Soon, to my horror, I realized what she was following, as I heard the rapidly approaching shouts of the stallion Golden Sun had spent the majority of her time with in Canterlot. She must have taken him with her to serve as a lookout. I couldn't let them reach each other! Two unicorns that shared a love bond… the Canterlot tragedy would repeat itself!

I sped up but as I saw the stallion rapidly approaching, I knew that I wasn't moving fast enough. At this point, I didn't even have time to switch forms. There was nothing that I could do. Soon I, Occelus, and anyone unlucky enough to be behind walls when the blast hit would be dead, and there was nothing that I could do about it. This was my fault. If I had just immediately killed the unicorn, her mate would have simply been eviscerated by the returning army.

I watched the pair of filthy, disgusting, loathsome, wretched, monstrous ponies near each other, until, right after I had resigned myself to the destruction of everything that I had worked for, a red and black blur dove down from the ceiling, directly over Golden Sun's mate. I screeched in joy as Antenna, hissing in rage, snapped the stallion's neck in his jaws.

There would be no magic of friendship worked today! No second chance, no love-fueled resurrection, no more monologuing. I reared up, opened my fang-filled jaws, and bit down on Golden Sun's body as she crumpled in disbelief at the death of her mate. I felt my venom course through her as I slowly dragged her down my throat until, feeling her stop struggling, I knew that she couldn't climb out.


	7. The General Outcome

After the battle, finding renegade beetles was incredibly easy. Pharynx had become king in his brother's place, but none of the corrupted changelings felt the same loyalty to him as they had felt for Thorax. My hive's numbers swelled, rapidly enriched by the return of veteran drones and easily stolen eggs.

Over the years, Occelus matured into a great queen. After proclaiming me her new general, she left the planning and execution of all but a select few battles to me; but, she made up for her lack of interest in easier invasions, as it left her with enough time to plan great improvements to the hive. She ordered the architects to build a great chamber beneath her throne room and fill it with wax trees, rivers, and animals, all enchanted to act as if they were alive. She figured that it would be perfect for training in forest combat. Her projects were always sublimely beautiful and impressively practical. When she was old enough to lay her own eggs, she produced adorable grubs with red shells and blue eyes.

I kept my original council intact. It helped me plan thousands of successful invasions and plant thousands of well-placed spies. Even outside of strategy discussions, I often trained and hunted with its members. I was closest to Spinneret and Antenna, of course, but the other members were unique and valuable as well. Spinneret loved the queen's new projects, finding them to be an exciting challenge, and Antenna completely regained his old confidence and ruthlessness over the course of hundreds of invasions. It took decades, but eventually, the hive was just as strong as Chrysalis's had ever been. We were the strongest force in the world, and I couldn't feel more alive.


End file.
